SHARE EXCHANGE AGREEMENT

This (the “Agreement”) is dated as of June 23, 2010, by and among CHINA SHOUGUAN MINING CORPORATION, a Nevada corporation (“CSM”), and BEI SHENG LIMITED, a British Virgin Islands corporation (“BSL”) and the shareholders listed in “Exhibit “A”” attached to this agreement (“the Shareholders”).

RECITALS:

CSM desires to acquire all issued and outstanding shares of common stock of BSL, and BSL wishes to have all issued and outstanding shares of common stock of BSL acquired by CSM solely for the purpose of establishing a U.S. holding company for BSL’s operations in Hong Kong and China, on the terms and conditions set forth in the Agreement by way of an exchange of shares

THE Board of Directors of CSM and the Board of Directors of BSL have each approved the proposed transaction, contingent upon satisfaction prior to closing of all of the terms and conditions of this Agreement; and

THAT the Shareholders are the owners of all of the issued and outstanding common stock of BSL; and

THAT the Shareholders have agreed to exchange said shares of issued and outstanding common stock of BSL; and

THE PARTIES desire to make certain representations, warranties and agreements in connection with completion of the proposed share exchange transaction.

NOW, THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, and the covenants, conditions, representations and warranties hereinafter set forth, the parties hereby agree as follows:

ARTICLE I

THE EXCHANGE

1.1 The Exchange. Subject to all the terms and conditions of this Agreement, at the Closing, BSL agrees to receive from CSM, and CSM agrees to issue to the Shareholders a total of 100,000,000 Shares of Common Stock of CSM (“CSM Shares”) in exchange of the transfer of 50,000 shares of BSL (“BSL Shares”) to CSM. Each BSL Share that is issued and outstanding immediately before the Closing shall entitle the holder thereof to receive 2,000 CSM Share. Immediately following completion of the exchange, CSM shall have a total of 100,000,000 shares of its common stock issued and outstanding pursuant to “Exhibit “B”” which is attached to this agreement and incorporated by reference as though fully set forth herein. .

1.2 Closing and Effective Time. Subject to the provisions of this Agreement, the parties shall hold a closing (the "Closing") on (i) the first business day on which the last of the conditions set forth in Article V are fulfilled prior to the Closing is fulfilled or waived or (ii) such

other date as the parties hereto may agree (the "Closing Date"), at such time and place as the parties hereto may agree. Such date shall be the date of Exchange (the "Effective Time").

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of CSM. CSM represents and warrants to BSL as follows:

(a) Organization, Standing and Power. CSM is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, has all requisite power and authority to own, lease and operate its properties and to carry on its business as is now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary.

(b) Capital Structure. As of the date of execution of this Agreement, the authorized capital stock of CSM consists of 300,000,000 shares of Common Stock with a par value of (USD) $0.0001 per share and no share is currently issued and outstanding. The exchange shares to be issued pursuant to this Agreement shall be, validly issued, fully paid and non-assessable and not subject to any preemptive rights. Except as otherwise specified herein, as of the date of execution of this Agreement, there are no other options, warrants, calls, agreements or other rights to purchase or otherwise acquire from CSM at any time.

(c) Certificate of Incorporation, Bylaws, and Minute Books. The copies of the Articles of Incorporation and of the Bylaws of CSM which have been delivered to BSL are true, correct and complete copies thereof. The minute book of CSM, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the shareholders of CSM since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

(d) Authority. CSM has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of CSM. No other corporate or shareholder proceedings on the part of CSM are necessary to authorize the Exchange, or the other transactions contemplated hereby.

(e) Conflict with Other Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination,

cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "violation") pursuant to any provision of the Articles of Incorporation or Bylaws or any organizational document of CSM or, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CSM which violation would have a material adverse effect on CSM taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required by or with respect to CSM in connection with the execution and delivery of this Agreement by CSM or the consummation by CSM of the transactions contemplated hereby.

(f) Books and Records. CSM has made and will make available for inspection by BSL upon reasonable request all the books of CSM relating to the business of CSM. Such books of CSM have been maintained in the ordinary course of business. All documents furnished or caused to be furnished to BSL by CSM are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

(g) Compliance with Laws. CSM is and has been in compliance in all material respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any Governmental Entity applicable to it, its properties or the operation of its businesses.

(h)

Litigation. There is no suit, action or proceeding pending, or, to the knowledge of CSM, threatened against or affecting CSM which is reasonably likely to have a material adverse effect on CSM, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against CSM having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect.

(i) Tax Returns. There are not now any pending questions relating to, or claims asserted for, taxes or assessments asserted upon CSM by any taxing authority, state or federal.

2.2 Representations and Warranties of BSL. BSL represents and warrants to CSM as follows:

(a) Organization, Standing and Power. BSL is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified

and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary.

(b) Capital Structure. The authorized capital stock of BSL consists of 50,000 shares of Common Stock with par value of (USD) $1.00 per share. As of the date of execution of this Agreement, it has a total of fifty thousand (50,000) shares of common stock issued and outstanding. The outstanding share of BSL stock has been validly issued, fully paid for and is non-assessable and not subject to preemptive rights or other restrictions on transfer. All of the issued and outstanding shares of BSL were issued in compliance with all applicable securities laws. Except as otherwise specified herein, there are no options, warrants, calls, agreements or other rights to purchase or otherwise acquire from BSL at any time, or upon the happening of any stated event, any shares of the capital stock of BSL.

(c) Certificate of Incorporation, Bylaws and Minute Books. The copies of the Articles of Incorporation and of the other corporate documents of BSL which have been delivered to CSM are true, correct and complete copies thereof. The minute books of BSL which have been made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the shareholders of BSL since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

(d) Authority. BSL has all requisite power to enter into this Agreement and, subject to approval of the proposed transaction by the holder of 100% of its issued and outstanding shares which are entitled to vote to approve the proposed transaction, has the requisite power and authority to consummate the transactions contemplated hereby. Except as specified herein, no other corporate or shareholder proceedings on the part of BSL are necessary to authorize the Exchange and the other transactions contemplated hereby.

(e) Conflict with Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of any provision of the Certificate of Incorporation or Bylaws of BSL or of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BSL or its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to BSL in connection with the execution and delivery of this Agreement by BSL, or the consummation by BSL of the transactions contemplated hereby.

(f) Financial Statements. Copies of BSL’s unaudited financial statements for the fiscal year ended December 31, 2009, and its unaudited interim financial statements for the period ended March 31, 2010, have been delivered to CSM. By execution of this Agreement BSL acknowledges and represents that it will provide CSM with financial statements for the fiscal year ended December 31, 2009, audited in accordance with US GAAP within 60 days after the date of closing hereunder.

(g) Books and Records. BSL has made and will make available for inspection by CSM upon reasonable request all the books of account, relating to the business of BSL. Such books of account of BSL have been maintained in the ordinary course of business. All documents furnished or caused to be furnished to CSM by BSL are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

(h) Compliance with Laws. BSL is and has been in compliance in all material respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental entity applicable to it, its properties or the operation of its businesses.

(i) Liabilities and Obligations. BSL has no material liabilities or obligations absolute, accrued, contingent or otherwise, except (i) liabilities that are reflected and reserved against on the BSL financial statements that have not been paid or discharged since the date thereof and (ii) liabilities incurred since the date of such financial statements in the ordinary course of business consistent with past practice and in accordance with this Agreement.

(j) Litigation. There is no suit, action or proceeding pending, or, to the knowledge of BSL threatened against or affecting BSL, which is reasonably likely to have a material adverse effect on BSL, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against BSL having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect.

(k) Taxes. BSL has filed or will file within the time prescribed by law (including extension of time approved by the appropriate taxing authority) all tax returns and reports required to be filed with all other jurisdictions where such filing is required by law; and BSL has paid, or made adequate provision for the payment of all taxes, interest, penalties, assessments or deficiencies due and payable on, and with respect to such periods. BSL knows of (i) no other tax returns or reports which are required to be filed which have not been so filed and (ii) no unpaid assessment for additional taxes for any fiscal period or any basis therefore.

(l) Licenses, Permits; Intellectual Property. BSL owns or possesses in the operation of its business all material authorizations which are necessary for it to conduct its business as now conducted. Neither the execution nor delivery of this

Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent under or have any material adverse effect upon any such authorizations.

(m) Subsidiary. BSL is the registered and beneficial owner of the entire issued share capital of Golden Wide International Limited, a Hong Kong company(“GWI”). GWI is the registered and beneficial owner of the entire issued share capital of Shoujin Business Consulting (Shenzhen) Limited, a PRC company.

2.3 Representations and Warranties of the Shareholders. By execution of this Agreement, the Shareholders represent and warrants to CSM as follows:

(a) Share Free and Clear. The shares of BSL which the Shareholder own are free and clear of any liens, claims, options, charges or encumbrances of any nature.

(b) Unqualified Right to Transfer Share. They have the unqualified right to sell, assign, and deliver the portion of the shares of BSL specified on Exhibit B and, upon consummation of the transactions contemplated by this Agreement, CSM will acquire good and valid title to such shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature.

(c) Agreement and Transaction Duly Authorized. They are authorized to execute and deliver this Agreement and to consummate the share exchange transaction described herein. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Shareholders are a party or by which the Shareholders are bound.

ARTICLE III

COVENANTS RELATING TO CONDUCT OF BUSINESS

3.1 Covenants of BSL and CSM. During the period from the date of this Agreement and continuing until the Effective Time, BSL and CSM each agree as to themselves (except as expressly contemplated or permitted by this Agreement, or to the extent that the other party shall otherwise consent in writing):

(a) Ordinary Course. Each party shall carry on its respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted.

(b) Dividends; Changes in Stock. No party shall (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, or (ii) repurchase or otherwise acquire, or permit any subsidiary to purchase or otherwise acquire, any shares of its capital stock.

(c) Issuance of Securities. Except for issuance of shares upon exercise of currently outstanding options, no party shall issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock of any class, any voting debt or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting debt or convertible securities.

(d) Governing Documents. No party shall amend or propose to amend its Articles of Incorporation or Bylaws.

(e) No Dispositions. Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

(f) Indebtedness. No party shall incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of such party or guarantee any debt securities of others other than in each case in the ordinary course of business consistent with prior practice.

3.2 Other Actions. No party shall take any action that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue as of the date made (to the extent so limited), or in any of the conditions to the Exchange set forth in Article V not being satisfied.

ARTICLE IV

ADDITIONAL AGREEMENTS AND RELATED TRANSACTIONS

4.1 Restricted CSM Shares. The Exchange Shares will not be registered under the Securities Act, but will be issued pursuant to applicable exemptions from such registration requirements for transactions not involving a public offering and/or for transactions which constitute “offshore transactions” as defined in Regulation S under the Securities Act of 1933. Accordingly, the Exchange Shares will constitute "restricted securities" for purposes of the Securities Act and the holders of Exchange Shares will not be able to transfer such shares except upon compliance with the registration requirements of the Securities Act or in reliance upon an available exemption there from. The certificates evidencing the Exchange Shares shall contain a legend to the foregoing effect and the holders of such shares shall deliver at Closing an Investment Letter acknowledging the fact that the Exchange Shares are restricted securities and agreeing to the foregoing transfer restrictions.

4.2 Access to Information. Upon reasonable notice, CSM and BSL shall each afford to the officers, employees, accountants, counsel and other representatives of the other company, access to all their respective properties, books, contracts, commitments and records and, during such period, each of CSM and BSL shall furnish promptly to the other (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period

pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its business, properties and personnel as such other party may reasonably request. Unless otherwise required by law, the parties will hold any such information which is nonpublic in confidence until such time as such information otherwise becomes publicly available through no wrongful act of either party, and in the event of termination of this Agreement for any reason each party shall promptly return all nonpublic documents obtained from any other party, and any copies made of such documents, to such other party.

4.3 Legal Conditions to Exchange. Each of CSM and BSL shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Exchange and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or upon any of their related entities or subsidiaries in connection with the Exchange. Each party shall take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by CSM or BSL or any of their related entities or subsidiaries in connection with the Exchange or the taking of any action contemplated thereby or by this Agreement.

4.4 CSM Board of Directors and Officers. The current directors and officers of CSM shall resign after appointing successors as designated by BSL.

ARTICLE V

CONDITIONS PRECEDENT

5.1 Conditions to Each Party's Obligation To Effect the Exchange. The respective obligations of each party to effect the Exchange shall be conditional upon the filing, occurring or obtainment of all authorizations, consents, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by any governmental entity or by any applicable law, rule, or regulation governing the transactions contemplated hereby.

5.2 Conditions to Obligations of CSM. The obligation of CSM to effect the Exchange is subject to the satisfaction of the following conditions on or before the Closing Date unless waived by CSM:

(a) Representations and Warranties. The representations and warranties of BSL and of the Shareholders set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement, and CSM shall have received a certificate signed on behalf of BSL by the President of BSL and a certificate signed by the Shareholders to such effect.

(b) Performance of Obligations of BSL. BSL shall have performed in all material respects all obligations required to be performed by it under this

Agreement at or prior to the Closing Date, and CSM shall have received a certificate signed on behalf of BSL by the President to such effect.

(c) Closing Documents. CSM shall have received such certificates and other closing documents as counsel for CSM shall reasonably request.

(d)

No Dissenting Shares. Shareholder, holding 100% of the issued and outstanding common stock of BSL shall have executed this Agreement and has consented to completion of the share exchange transaction described herein.

(e)

Consents. BSL shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of CSM, individually or in the aggregate, have a material adverse effect on BSL and its subsidiaries and related entities taken as a whole upon the consummation of the transactions contemplated hereby. BSL shall also have received the approval of its shareholders in accordance with applicable law.

(f) Due Diligence Review. CSM shall have completed to its reasonable satisfaction a review of the business, operations, finances, assets and liabilities of BSL and shall not have determined that any of the representations or warranties of BSL contained herein are, as of the date hereof or the Closing Date, inaccurate in any material respect or that BSL is otherwise in violation of any of the provisions of this Agreement.

(g) Pending Litigation. There shall not be any litigation or other proceeding pending or threatened to restrain or invalidate the transactions contemplated by this Agreement, which, in the sole reasonable judgment of CSM, made in good faith, would make the consummation of the Exchange imprudent. In addition, there shall not be any other litigation or other proceeding pending or threatened against BSL, the consequences of which, in the judgment of CSM, could be materially adverse to BSL.

5.3 Conditions to Obligations of BSL. The obligation of BSL to effect the Exchange is subject to the satisfaction of the following conditions unless waived by BSL:

(a) Representations and Warranties. The representations and warranties of CSM set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement, BSL shall have received a certificate signed on behalf of CSM by the President to such effect.

(b) Performance of Obligations of CSM. CSM shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and BSL shall have received a certificate signed on behalf of CSM by the President to such effect.

(c) Closing Documents. BSL shall have received such certificates and other closing documents as counsel for BSL shall reasonably request.

(d) Consents. CSM shall have obtained the consent or approval of each person whose consent or approval shall be required in connection with the transactions contemplated hereby.

(e) Due Diligence Review. BSL shall have completed to its reasonable satisfaction a review of the business, operations, finances, assets and liabilities of CSM and shall not have determined that any of the representations or warranties of CSM contained herein are, as of the date hereof or the Closing Date, inaccurate in any material respect or that CSM is otherwise in violation of any of the provisions of this Agreement.

(f) Pending Litigation. There shall not be any litigation or other proceeding pending or threatened to restrain or invalidate the transactions contemplated by this Agreement, which, in the sole reasonable judgment of BSL, made in good faith, would make the consummation of the Exchange imprudent. In addition, there shall not be any other litigation or other proceeding pending or threatened against CSM the consequences of which, in the judgment of BSL, could be materially adverse to CSM.

ARTICLE VI

TERMINATION AND AMENDMENT

6.1 Termination. This Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual consent of CSM and BSL;

(b) by either CSM or BSL if there has been a material breach of any representation, warranty, covenant or agreement on the part of the other set forth in this Agreement which breach has not been cured within five (5) business days following receipt by the breaching party of notice of such breach, or if any permanent injunction or other order of a court or other competent authority preventing the consummation of the Exchange shall have become final and non-appealable; or

6.2 Effect of Termination. In the event of termination of this Agreement by either BSL or CSM as provided in Section 6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto. In such event, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

6.3 Amendment. This Agreement may be amended by mutual agreement of CSM and BSL, provided that in the case of CSM and BSL, any such amendment must authorized by their respective Boards of Directors, and to the extent required by law, approved by their respective shareholders. Any such amendment must be by an instrument in writing signed on behalf of each of the parties hereto.

6.4 Extension; Waiver. At any time prior to the Effective Time, the parties hereto, by action taken or authorized by their respective Board of Directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

ARTICLE VII

GENERAL PROVISIONS

7.1 Survival of Representations, Warranties and Agreements. All of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time for a period of three years from the date of this Agreement.

7.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, faxed, which, is confirmed or mailed by registered or certified mail return receipt requested to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to CSM:

Attn: Xx. Xxxxx Xxxxxxx

c/o Orinda Capital Advisors

Mission Blvd

San Diego, Calfiornia

(b) If to BSL:

Xxxx X0 0/X Xxxxxx

Xxxxx Xxxxxxxxxx Xxxxxxxx 000-000 Xxxxxxxx Xxxx

Xxxxxxx Xxxx Xxxx

Attn: Xx. Xxxx Xxxx Ho

If to the Shareholders:

X/x Xxxx X0, 0/X, Xxxxxx Xxxxx Xxxxxxxxxx Building,

000-000 Xxxxxxxx Xxxx,

Xxxxxxx, Xxxx Xxxx

7.3 Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The phrase “made available” in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available.

7.4 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

7.5 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership. This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

7.6 Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of law. Each party hereby irrevocably submits to the jurisdiction of any Nevada state court or any federal court in the State of Nevada in respect of any suit, action or proceeding arising out of or relating to this Agreement, and irrevocably accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts.

7.7 No Remedy in Certain Circumstances. Each party agrees that, should any court or other competent authority hold any provision of this Agreement or part hereof or thereof to be null, void or unenforceable, or order any party to take any action inconsistent herewith or not to take any action required herein, the other party shall not be entitled to specific performance of such provision or part hereof or thereof or to any other remedy, including but not limited to money damages, for breach hereof or thereof or of any other provision of this Agreement or part hereof or thereof as a result of such holding or order.

7.8 Publicity. Except as otherwise required by law or the rules of the SEC, so long as this Agreement is in effect, no party shall issue or cause the publication of any press release or

other public announcement with respect to the transactions contemplated by this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld.

7.9 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

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SIGNATURE PAGE

IN WITNESS WHEREOF, this Agreement for Share Exchange has been signed by the parties set forth below as of the date set forth above.

	CHINA SHOUGUAN MINING CORPORATION
	/s/ Xxxxx Xxxxxxx
	By:Xxxxx Xxxxxxx, President

	BEI SHENG LIMITED
	/s/ Xxxx-xx Chik
	By: Xxxx-xx Chik, President

	THE SHAREHOLDERS
	/s/ Xxxxx Xxxxxxx
	By: Xxxxx Xxxxxxx, Authorized Xxxxxx for Magellan Global Fund
	/s/ Xxxxx Xxxxx
	By: Xxxxx Xxxxx
	/s/ Jingfeng Lv
	By: Jingfeng Lv
	/s/ Tie-nan Ma By: Tie-nan Ma /s/ Jianxi Yang By: Jianxi Yang /s/ Xxx Xx By: Xxx Xx /s/ Xxxx Xxxxxx By: Xxxx Xxxxxx /s/ Xxxx-Xx Chik By: Authorized Xxxxxx for Glory Knight International Limited /s/ Wen-Xxx Xxx By: Authorized Xxxxxx for New Beauty Investments Limited /s/ Xxxx Xx By: Xxxx Xx /s/ Tsun-xxx Xxx By: Tsun-xxx Xxx /s/ Man Peng By: Man Peng /s/ Xxxx-xxxx Xxx By: Xxxx-xxxx Xxx
	/s/ Xxxx Xxxxx By: Xxxx Xxxxx /s/ Wing-xxx Xxx By: Wing-xxx Xxx /s/ Yi-Xxxxx Xxxxx By: Authorized Xxxxxx for Jointways International Investments Holdings Limited /s/ Xxx-xxx Xxxx By: Xxx-xxx Xxxx /s/ Kon-ki Lo By: Kon-ki Lo /s/ Lap-pan Xxxxx Xxxx By: Lap-pan Xxxxx Xxxx /s/ Xxx Xxxxxx By: Xxx Xxxxxx /s/ Chun-hin Xxxxx Xxxx By: Chun-hin Xxxxx Xxxx /s/ Hin-xxxxx Xx By: Hin-xxxxx Xx

EXHIBIT A

Shareholders of BSL before The Exchange	Number of Shares	Percent Ownership

Magellan Global Fund Fei-xx XXXXX Jing-feng LV Tie-nan XX Xxxx-xi XXXX Xxx XX Xxxx XXXXXX GLORY XXXXXX INTERNATIONAL LIMITED NEW BEAUTY INVESTMENTS LIMITED Xxxx XX Tsun-xxx XXX Man XXXX Xxxx-xxxx XXX Xxxx XXXXX Wing-xxx XXX JOINTWAYS INTERNATIONAL INVESTMENTS HOLDINGS LIMITED Xxx-xxx XXXX Kon-ki LO Lap-pan Xxxxx XXXX Kan XXXXXX Xxxx-hin Xxxxx XXXX Hin-xxxxx XX Century America Promotions, Inc.	1500 13755 3000 802 1853 390 610 6000 2488 2388 2387 2814 1876 1500 1500 900 2487 2225 875 250 125 125 150	3% 27.51% 6% 1.604% 3.706% 0.78% 1.22% 12% 4.976% 4.776% 4.774% 5.628% 3.752% 3% 3% 1.8% 4.974% 4.45% 1.75% 0.5% 0.25% 0.25% 0.3%

Total:	50,000	100.00%

EXHIBIT B

Shareholders of CSM after The Exchange	Number of Shares	Percentage Ownership
Magellan Global Fund	3,000,000	3%
Fei-xx XXXXX	27,510,000	27.51%
Jing-feng LV	6,000,000	6%
Tie-nan MA	1,604,000	1.604%
Jian-xi YANG	3,706,000	3.706%
Xxx XX	780,000	0.78%
Xxxx XXXXXX	1,220,000	1.22%
GLORY KNIGHT INTERNATIONAL LIMITED	12,000,000	12%
NEW BEAUTY INVESTMENTS LIMITED	4,976,000	4.976%
Xxxx XX	4,776,000	4.776%
Tsun-xxx XXX	4,774,000	4.774%
Man PENG	5,628,000	5.628%
Xxxx-xxxx XXX	3,752,000	3.752%
Xxxx XXXXX	3,000,000	3%
Wing-xxx XXX	3,000,000	3%
JOINTWAYS INTERNATIONAL INVESTMENTS HOLDINGS LIMITED	1,800,000	1.8%
Xxx-xxx XXXX	4,974,000	4.974%
Kon-ki LO	4,450,000	4.45%
Lap-Pan Xxxxx XXXX	1,750,000	1.75%
Xxx XXXXXX	500,000	0.5%
Chun-hin Xxxxx XXXX	250,000	0.25%
Hin-xxxxx XX	250,000	0.25%
Century America Promotions, Inc.	300,000	0.3%
Total:	100,000,000	100.00%

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