SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT

THIS , dated as of the 15th day of December, 2006 (the “Agreement”), by and among SRKP 9, Inc., a Delaware corporation (the “Company”); Times Manufacture & E-commerce Corporation Limited, a British Virgin Islands corporation (“Times”); and Xxxxx Xxx Shun (the “Shareholder”). The Company, Times and the Shareholder are collectively referred to herein as the “Parties”.

WITNESSETH:

WHEREAS, the Shareholder owns all of the issued and outstanding shares of the capital of Times (the “Times Shares”).

WHEREAS, the Company desires to acquire from Shareholder, and Shareholder desires to sell to the Company, the Times Shares in exchange for the issuance by the Company of an aggregate of 19,454,420 shares (the “Company Shares”) of Company Common Stock to the Shareholder on the terms and conditions set forth herein (the “Exchange”).

WHEREAS, after giving effect to the Exchange, the Stock Split, and Equity Financing as described herein, there will be approximately 23,156,629 shares of Company Common Stock and 2,325,581 shares of Series A Convertible Preferred Stock issued and outstanding.

WHEREAS, the parties intend, by executing this Agreement, to implement a tax-deferred exchange of property governed by Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

THE EXCHANGE

1.1 The Exchange. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

(a) the Company shall issue and deliver to the Shareholder 19,454,420 authorized but unissued shares of Company Common Stock, and

(b) the Shareholder agrees to deliver to the Company duly endorsed certificates representing the Times Shares.

1.2 Time and Place of Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP on or before December 31, 2006 (the “Closing Date”) at 6:00 p.m. Pacific Time, or at such place and time as mutually agreed upon by the parties hereto.

1.3 Effective Time. The Exchange shall become effective (the “Effective Time”) at such time as all of the conditions to set forth in Article VII hereof have been satisfied or waived by the Parties hereto.

1.4 Tax Consequences. It is intended by the parties hereto that for United States income tax purposes, the contribution and transfer of the Times Shares by the Shareholder to the Company in exchange for Company Shares constitutes a tax-deferred exchange within the meaning of Section 351 of the Code.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Times and the Shareholder that now and/or as of the Closing:

2.1 Due Organization and Qualification; Due Authorization.

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. The Company is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of the Company.

(b) The Company does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity.

(c) The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought, equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

2.2 No Conflicts or Defaults. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of the Company or (b) with or without the giving of notice or the passage of time (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company is a party or by which the Company is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest (“Liens”) upon any of the assets of the Company, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company is a party or by which the Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

2.3 Capitalization. The authorized capital stock of the Company immediately prior to giving effect to the transactions contemplated hereby consists of 110,000,000 shares of which 100,000,000 have been designated as Company Common Stock $.0001 par value and 10,000,000 shares have been designed as preferred stock, $.0001 par value (“Preferred Stock”). As of the date hereof and after giving effect to the Stock Split referenced herein, there are 3,702,209, shares of Company Common Stock issued and outstanding and no shares of Preferred Stock outstanding. All of the outstanding shares of Company Common Stock are, and the Company Shares when issued in accordance with the terms hereof, will be, duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to the Company Shares will not be issued in violation of any preemptive right of stockholders. There is no outstanding voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for Company Common Stock. The Company has not granted registration rights to any person.

2.4 Financial Statements. The Company has provided Times and the Shareholder copies of the (i) balance sheet of the Company at February 28, 2006, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the period from January 3, 2006 (inception) to February 28, 2006, including the notes thereto, as audited by X.X. Xxxxxxx, PC, independent registered public accounting firm and (ii) balance sheet of the Company at September 30, 2006, and the related statements of operations, and cash flows for the three month period then ended (the “Financial Statements”). The Financial Statements, together with the notes thereto, have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent throughout all periods presented. The Financial Statements present fairly the financial position of the Company as of the dates and for the periods indicated. The books of account and other financial records of the Company have been maintained in accordance with good business practices.

2.5 No Assets or Liabilities. Except as set forth on the Financial Statements, the Company does not have any (a) material assets of any kind or (b) material liabilities or obligations, whether secured or unsecured, accrued, determined, absolute or contingent, asserted or unasserted or otherwise.

2.6 Taxes. The Company has filed all United States federal, state, county and local returns and reports which were required to be filed on or prior to the date hereof in respect of all income, withholding, franchise, payroll, excise, property, sales, use, value-added or other taxes or levies, imposts, duties, license and registration fees, charges, assessments or withholdings of any nature whatsoever (together, “Taxes”), and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of the Company and adequate reserves therefore have been established.

2.7 Indebtedness; Contracts; No Defaults. The Company has no material instruments, agreements, indentures, mortgages, guarantees, notes, commitments, accommodations, letters of credit or other arrangements or understandings, whether written or oral, to which the Company is a parry.

2.8 Real Property. The Company does not own or lease any real property.

2.9 Compliance with Law. The Company is in compliance with all applicable federal, state, local and foreign laws and regulations relating to the protection of the environment and human health. There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against the Company that are based on or related to any environmental matters or the failure to have any required environmental permits, and there are no past or present conditions that the Company has reason to believe are likely to give rise to any material liability or other obligations of the Company under any environmental laws.

2.10 Permits and Licenses. The Company has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its respective business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its respective business.

2.11 Litigation. There is no claim, dispute, action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened, against or affecting the business of the Company, or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor to the knowledge of the Company, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve month period preceding the date hereof. There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting the business of the Company. The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

2.12 Insurance. The Company does not currently maintain any form of insurance.

2.13 Patents; Trademarks and Intellectual Property Rights. The Company does not own or possesses any patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, Internet web site(s) or proprietary rights of any nature.

2.14 Securities Law Compliance. The Company has complied with all of the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), and has complied with all applicable blue sky laws.

2.15 Conflict of Interest. Conflict of Interest. The Company acknowledges that it is aware and understands the facts and circumstances of the Conflicts of Interest, as defined in Section 3.7, that may, individually and in the aggregate, create a conflict of interest. The Company hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that it is free at any time to obtain independent counsel for further guidance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TIMES

Times and the Shareholder severally represent and warrant to the Company that now and/or as of the Closing:

3.1 Due Organization and Qualification; Subsidiaries, Due Authorization.

(a) Times is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Times is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Times.

(b) Times does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than Times Manufacturing and E-commerce Corporation Limited, a British Virgin Islands corporation, which is the 100% owner of Xxxxxx Win International Enterprise Ltd., Goldcome Industrial Ltd., Citibond Industrial Ltd., and Megamooch International Ltd., each of which is a Hong Kong corporation, and Citibond Design Ltd., TME Enterprise Ltd., and Megamooch Online Ltd., each of which is a British Virgin Islands corporation (the “Subsidiaries”). Each of the Subsidiaries is wholly owned by Times, free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Times to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Times or the Subsidiaries.

(c) Times has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Times has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Times, enforceable against Times in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

3.2 No Conflicts or Defaults. The execution and delivery of this Agreement by Times and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the governing documents of Times or any of the Subsidiaries, or (b) with or without the giving of notice or the passage of time, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which Times or any of the Subsidiaries is a party or by which Times or any of the Subsidiaries or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which their assets are subject, (ii) result in the creation of, or give any party the right to create, any lien upon any of the assets of Times or any of the Subsidiaries, (iii) terminate or give any parry the right to terminate, amend, abandon or refuse to perform any material agreement, arrangement or commitment to which Times is a party or by which Times or any of its assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which Times is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

3.3 Capitalization. The authorized capital stock of Times immediately prior to giving effect to the transactions contemplated hereby consists of 50,000 shares of common stock of which, as of the date hereof, there were 20,002 shares issued and outstanding. Except as set forth herein, all of the outstanding shares of Times are duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to Times Shares, will not be transferred in violation of any rights of third parties. The Times Shares are not subject to any preemptive or subscription right, any voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Times to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for common shares. All of the Times Shares are owned of record and beneficially by the Shareholder free and clear of any liens, claims, encumbrances, or restrictions of any kind.

3.4 Taxes. Times has filed all returns and reports which were required to be filed on or prior to the date hereof, and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of Times and adequate reserves therefore have been established. All such returns and reports filed on or prior to the date hereof have been properly prepared and are true, correct (and to the extent such returns reflect judgments made by Times such judgments were reasonable under the circumstances) and complete in all material respects. Except as indicated in 3.4 of the Disclosure Schedule, no extension for the filing of any such return or report is currently in effect. Except as indicated in Item 3.4 of the Disclosure Schedule, no tax return or tax return liability of Times has been audited or, presently under audit. All taxes and any penalties, fines and interest which have been asserted to be payable as a result of any audits have been paid. Except as indicated in Item 3.4 of the Disclosure Schedule, Times has not given or been requested to give waivers of any statute of limitations relating to the payment of any Taxes (or any related penalties, fines and interest). There are no claims pending for past due Taxes. Except as indicated in Item 3.4 of the Disclosure Statement, all payments for withholding taxes, unemployment insurance and other amounts required to be paid for periods prior to the date hereof to any governmental authority in respect of employment obligations of Times have been paid or shall be paid prior to the Closing and have been duly provided for on the books and records of Times and in the Times Financial Statements.

3.5 Compliance with Law. Times and the Subsidiaries are conducting their respective businesses in material compliance with all applicable law, ordinance, rule, regulation, court or administrative order, decree or process, or any requirement of insurance carriers material to its business. Neither Times nor any of the Subsidiaries has received any notice of violation or claimed violation of any such law, ordinance, rule, regulation, order, decree, process or requirement.

3.6 Litigation.

(a) There is no claim, dispute, action, suit, proceeding or investigation pending or threatened, against or affecting Times or any of the Subsidiaries or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the 12-month period preceding the date hereof;

(b) there is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting Times or any of the Subsidiaries; and

(c) neither Times nor any of the Subsidiaries has received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

3.7 Conflict of Interest. Times and each of the Subsidiaries acknowledges that it is aware and understands the following facts and circumstances that may, individually and in the aggregate, create a conflict of interest: (i) WestPark Capital, Inc., an NASD member (“WestPark”), is the placement agent for the Equity Financing and WestPark will be paid a commission of the gross proceeds from the Equity Financing for its services; (ii) Xxxxxxx Xxxxxxxxx, who is the founder, Chief Executive President and indirectly holds a 100% interest in WestPark, is also the President, a Director and controlling stockholder of the Company who beneficially holds approximately 36% of the Company’s common stock (prior to the Share Exchange); (iii) Xxxxxxx X. Xxxxxxxxxxxx, who is the Chief Financial Officer of WestPark, is also the Secretary, Chief Financial Officer, and a Director and a controlling stockholder of the Company who beneficially holds approximately 15% of the Company’s common stock (prior to the Share Exchange); (iv) Xxxxxx Xxxxxxxxxxxx is a noteholder of the parent company of WestPark, which entitles her to a 1.5% interest in the net profits of the parent company of WestPark, and is also a controlling stockholder of the Company holding approximately 36% of the Company’s outstanding common stock (prior to the Share Exchange); (v) Xxxxxx Xxxxxxx is a partner of Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP, which is providing U.S. legal representation to Times with respect to the Exchange, holds approximately 5% of the outstanding common stock of the Company (prior to the Share Exchange) and Xx. Xxxxxxx is also a stockholder of other XXXX xxxxx companies of which Messrs. Xxxxxxxxx and Pintsopoulos are officers and directors thereof; (vi) Xxxxx Xxxxxxx is a stockholder of the Company holding approximately 5% of the outstanding common stock of the Company (prior to the Share Exchange) and Xx. Xxxxxxx is also partner with the law firm of Ropes & Xxxx LLP, which has conducted affiliated transactions with WestPark in the past and (vii) Xxxxx XxXxxxxx and Xxx Xxxxx, each employees of WestPark, each own less then 5% of the outstanding common stock of the Company (prior to the Share Exchange) (items (i) through (vii) in this Section are herein referred to as, the “Conflicts of Interest”). Times hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that it is free at any time to obtain independent counsel for further guidance.

ARTICLE IV

REPRESENTATION AND WARRANTIES OF THE SHAREHOLDER

The Shareholder hereby represents and warrants to the Company that now and/or as of the Closing:

4.1 Title to Shares. The Shareholder is the legal and beneficial owner of the Times Shares to be transferred to the Company, and upon consummation of the exchange contemplated herein, the Company will acquire from the Shareholder good and marketable title to the Times Shares, free and clear of all liens excepting only such restrictions hereunder upon future transfers by the Company, if any, as maybe imposed by applicable law. The information set forth on Schedule I with respect to the Shareholder is accurate and complete.

4.2 Due Authorization. The Shareholder has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and binding obligation of the Shareholder, enforceable against him in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

4.3 Purchase for Investment.

(a) The Shareholder is acquiring the Company Shares for investment for his own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and he has no present intention of selling, granting any participation in, or otherwise distributing the same. The Shareholder further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Company Shares.

(b) The Shareholder understands that the Company Shares are not registered under the Securities Exchange Act of 1933, as amended (the “Act”) on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on the Shareholder’s representations set forth herein. The Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act.

4.4 Investment Experience. The Shareholder acknowledges that he can bear the economic risk of his investment, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in the Company Shares.

4.5 Information. The Shareholder has carefully reviewed such information as such he deemed necessary to evaluate an investment in the Company Shares. To the full satisfaction of the Shareholder, he has been furnished all materials that he has requested relating to the Company and the issuance of the Company Shares hereunder, and the Shareholder has been afforded the opportunity to ask questions of representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to him. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement, on which the Shareholder has relied in making an exchange of the Times Shares for the Company Shares.

4.6 Restricted Securities. The Shareholder understands that the Company Shares may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption there from, and that in the absence of an effective registration statement covering the Company Shares or any available exemption from registration under the Act, the Company Shares must be held indefinitely. The Shareholder is aware that the Company Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Company.

4.7 Conflict of Interest. The Shareholder acknowledges that he is aware and understands the facts and circumstances of the Conflicts of Interest, as defined in Section 3.7, that may, individually and in the aggregate, create a conflict of interest. The Shareholder hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that he has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that he is free at any time to obtain independent counsel for further guidance.

ARTICLE V

COVENANTS

5.1 Further Assurances.

Each of the Parties shall use its reasonable commercial efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such parry’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions of this Agreement and to consummate the transactions contemplated herein.

ARTICLE VI

DELIVERIES

Items to be delivered to the Shareholder prior to or at Closing by the Company.

(a) Certificate of Incorporation and amendments thereto, By-laws and amendments thereto, and certificate of good standing of the Company in Delaware;

(b) all applicable schedules hereto;

(d) shareholder list;

(e) all financial statements and all tax returns in possession of the Company;

(f) resolution from the Company’s Board appointing the designees of the Shareholder to the Company’s Board of Directors;

(g) resolution from the Company’s Board, and if applicable, shareholder resolutions approving this transaction and authorizing the issuances of the shares hereto;

(h) letters of resignation from the Company’s current officers and directors to be effective upon Closing and after the appointments described in this section;

(i) certificates representing 19,454,420 shares of the Company Shares issued in the name of the Shareholder;

(j) any other document reasonably requested by the Shareholder that he deems necessary for the consummation of this transaction.

Items to be delivered to the Company prior to or at Closing by Times and the Shareholder.

(a) all applicable schedules hereto;

(b) instructions from Times appointing its designees to the Company’s Board of Directors;

(d) resolutions from the Board of Directors of Times, if applicable, and shareholder resolutions approving the transactions contemplated hereby; and

(e) any other document reasonably requested by the Company that it deems necessary for the consummation of this transaction.

ARTICLE VII

CONDITIONS PRECEDENT

7.1 Conditions Precedent to Closing. The obligations of the Parties under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:

(a) That each of the representations and warranties of the Parties contained herein shall be true and correct at the time of the Closing date as if such representations and warranties were made at such time except for changes permitted or contemplated by this Agreement.

(b) That the Parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing;

(c) The Company shall have effected (in the form of a stock dividend) a 1.371188519-for-1 forward stock split of its outstanding shares of Common Stock (the “Stock Split”);

(d) That the Company shall have engaged a public relations firm prior to Closing that is mutually acceptable to the Company and Times; and

(e) The Company shall have concluded an equity financing of at least $1,000,000 at the time of Closing (the “Equity Financing”).

7.2 Conditions to Obligations of Shareholder. The obligations of Shareholder shall be subject to fulfillment prior to or at the Closing, of each of the following conditions:

(a) The Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;

(b) The Company shall have complied with Rule 14(f)(1) of the Exchange Act, if required; and

7.3 Conditions to Obligations of the Company. The obligations of the Company shall be subject to fulfillment at or prior to or at the Closing, of each of the following conditions:

(a) Times and the Shareholder shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement; and

(b) The Shareholder shall have delivered to the Company the share certificates and duly executed stock powers from the Shareholder transferring the Times Shares to the Company.

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnity of the Company. The Company agrees as to defend, indemnify and hold harmless the Shareholder from and against, and to reimburse the Shareholder with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by the Shareholder by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or in any document or certificate delivered by the Company pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.

8.2 Indemnity of the Shareholder. The Shareholder agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all losses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the Shareholder or in any document or certificate delivered by the Shareholder pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby, it being understood that the Shareholder shall have responsibility hereunder only for the representations and warranties made by him.

8.3 Indemnification Procedure. A party (an “Indemnified Party”) seeking indemnification shall give prompt notice to the other party (the “Indemnifying Party”) of any claim for indemnification arising under this Article VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Parry which consent shall not be unreasonably withheld.

ARTICLE IX

TERMINATION

9.1 Termination. This Agreement may be terminated at any time before or, at Closing, by:

(a) The mutual agreement of the Parties;

(b) Any party if-

(i) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished; or

(ii) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement;

(c) Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred.

ARTICLE X

COVENANTS SUBSEQUENT TO CLOSING

10.1 Registration Rights. The Company shall file, within thirty (30) days after the Closing and at its expense, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement (the “Initial Registration Statement”) covering the resale of Common Shares held by those persons (and/or their designees) that are shareholders of the Company immediately prior to the Closing (“Pre-Existing Shareholders”), provided that, however, the Company shall not be required to register the Common Shares held by such shareholders who are affiliates of Westpark Capital, Inc. (“Westpark Affiliates”), as specified in Item 10.1 of the Disclosure Schedules, who shall instead receive registration rights to require the Company to file a registration statement (the “Second Registration Statement”) to register such Common Shares within ten (10) days following to the end of the six (6) month period that immediately follows the date on which the Company files Initial Registration Statement with the Commission. The Company shall enter into a Registration Rights Agreement acceptable to the Westpark Affiliates with respect to rights described in this Section 10.1. In the event the Second Registration Statement is not timely filed to register the shares held by the Westpark Affiliates, or if the Second Registration Statement is not timely declared effective by the Commission, as described in the Registration Rights Agreement, the Company shall issue to such holders penalty shares (the “Penalty Shares”) equal to one percent (1%) of the shares on a monthly basis until the Second Registration Statement is filed with or declared effective by the Commission, as applicable. However, no Penalty Shares shall be due to the Westpark Affiliates if the Company is using best efforts to cause the Second Registration Statement to be filed and declared effective in a timely manner.

10.2 AMEX Listing. The Company shall take reasonable efforts to cause the Company’s securities to be listed on the American Stock Exchange as soon as practicable after the Closing.

ARTICLE XI

MISCELLANEOUS

11.1 Survival of Representations, Warranties and Agreements. Each of the parties hereto is executing and carrying out the provisions of this Agreement in reliance upon the representations, warranties and covenants and agreements contained in this agreement or at the closing of the transactions herein provided for and not upon any investigation which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein. Except as specifically set forth in this Agreement, representations and warranties and statements made by a party to in this Agreement or in any document or certificate delivered pursuant hereto shall not survive the Closing Date, and no claims made by virtue of such representations, warranties, agreements and covenants shall be made or commenced by any party hereto from and after the Closing Date.

11.2 Access to Books and Records. During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

11.3 Further Assurances. If, at any time after the Closing, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the merger in accordance with the terms of this agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the parties hereto, the Parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such action.

11.4 Notice. All communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent to, the party for whom intended, as follows, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein:

Attention:

If to the Shareholder and Times:

Times Manufacture & E-commerce Corporation Limited

Room 1601-1604, 16/F.

CRE Center

000 Xxxxxx Xxx Xxx Xxxx

Xxxxxxx, Xxxx Xxxx

Attn: Xx. Xxxxx Kai Shun

Fax: (000) 00000000

With a copy to:

Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP

00000 Xxxxx Xxxxxx Xxxx., Xxxxxxx Xxxxx

Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxxx X. Xxxxxxx, Esq.

Fax.: (000) 000-0000

If to the Company:

SRKP 9, Inc.

0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000

Xxx Xxxxxxx, XX 00000

Attn: Xxxxxxx Xxxxxxxxx

Fax: (000) 000-0000

11.5 Entire Agreement. This Agreement, the Disclosure Schedules and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.

11.6 Successors and Assigns. This Agreement shall be binding upon, enforceable against and inure to the benefit of, the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties, which consent shall not be unreasonably withheld.

11.7 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware are applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles.

11.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.9 Construction. Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to Articles, Sections and Exhibits are to the articles, sections and exhibits, respectively, of this Agreement. The Disclosure Schedule is hereby incorporated herein by reference and made a part of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates.

11.10 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first set forth above.


	SRKP 9, INC.

	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: President


	TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

	By:	/s/ XXXXX XXX SHUN
		Name: XXXXX XXX SHUN
		Title: Chief Executive Officer


	SHAREHOLDER

	By:	/s/ XXXXX XXX SHUN
		Name: XXXXX XXX SHUN


	Witness:
		WestPark Capital Inc.
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Chief Executive Officer

TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

SHAREHOLDER’S SIGNATURE PAGE TO

SHARE EXCHANGE AGREEMENT

Dated December 15, 2006

Among SRKP 9, Inc.,

Times Manufacture & E-commerce Corporation Limited., and

The Shareholder of Times Manufacture & E-commerce Corporation Limited

The undersigned Shareholder hereby executes and delivers the (the “Agreement”) to which this Signature Page is attached, which, together with all counterparts of the Agreement and Signature Pages of the other parties named in said Agreement, shall constitute one and the same document in accordance with the terms of the Agreement.


	(Signature)
	XXXXX XXX SHUN
	(Type or print name)


	(Type or print name as it should appear on certificate, if different)
	Address: Room 1601-1604, 00/X, XXX Xxxxxx 000 Xxxxxx Xxx Xxx Xxxx Telephone: (___) _____________________ Facsimile: (___) _____________________

Number of Times Shares Held: 20,002

SCHEDULE I

SHAREHOLDER AND TIMES SHARES

Name		Number of Times Shares
Xxxxx Xxx Shun			20,002

ITEM 10.1

WESTPARK AFFILIATES

Xxxxxxx Xxxxxxxxx

Xxxxxxx X. Xxxxxxxxxxxx

Xxxxx XxXxxxxx

Xxx Xxxxx

TABLE OF CONTENTS

		Page

ARTICLE I THE EXCHANGE		1
1.1	The Exchange.	1
1.2	Time and Place of Closing.	2
1.3	Effective Time.	2
1.4	Tax Consequences.	2

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY		2
2.1	Due Organization and Qualification; Due Authorization.	2
2.2	No Conflicts or Defaults.	2
2.3	Capitalization.	3
2.4	Financial Statements.	3
2.5	No Assets or Liabilities.	3
2.6	Taxes.	4
2.7	Indebtedness; Contracts; No Defaults.	4
2.8	Real Property.	4
2.9	Compliance with Law.	4
2.10	Permits and Licenses.	4
2.11	Litigation.	4
2.12	Insurance.	5
2.13	Patents; Trademarks and Intellectual Property Rights.	5
2.14	Securities Law Compliance.	5
2.15	Conflict of Interest. Conflict of Interest.	5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF TIMES		5
3.1	Due Organization and Qualification; Subsidiaries, Due Authorization.	5
3.2	No Conflicts or Defaults.	6
3.3	Capitalization.	6
3.4	Taxes.	6
3.5	Compliance with Law.	7
3.6	Litigation.	7
3.7	Conflict of Interest.	7

ARTICLE IV REPRESENTATION AND WARRANTIES OF THE SHAREHOLDER		8
4.1	Title to Shares.	8
4.2	Due Authorization.	8
4.3	Purchase for Investment.	9
4.4	Investment Experience.	9
4.5	Information.	9
4.6	Restricted Securities.	9
4.7	Conflict of Interest.	0

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XXXXXXX X XXXXXXXXX		00
5.1	Further Assurances.	10

ARTICLE VI DELIVERIES		10

ARTICLE VII CONDITIONS PRECEDENT		11
7.1	Conditions Precedent to Closing.	11
7.2	Conditions to Obligations of Shareholder.	11
7.3	Conditions to Obligations of the Company.	12

ARTICLE VIII INDEMNIFICATION		12
8.1	Indemnity of the Company.	12
8.2	Indemnity of the Shareholder.	12
8.3	Indemnification Procedure.	12

ARTICLE IX TERMINATION		13
9.1	Termination.	13

ARTICLE X COVENANTS SUBSEQUENT TO CLOSING		13
10.1	Registration Rights.	13
10.2	AMEX Listing.	14

ARTICLE XI MISCELLANEOUS		14
11.1	Survival of Representations, Warranties and Agreements.	14
11.2	Access to Books and Records.	14
11.3	Further Assurances.	14
11.4	Notice.	14
11.5	Entire Agreement.	15
11.6	Successors and Assigns.	15
11.7	Governing Law.	16
11.8	Counterparts.	16
11.9	Construction.	16
11.10	Severability.	16

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Table of Contents

SHARE EXCHANGE AGREEMENT

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