AGREEMENT AND PLAN OF SHARE EXCHANGE OF SHARES OF PROFITS DREAMS DEVELOPMENT LTD., a company organized under the laws of the British Virgin Islands by and among WT HOLDINGS CORPORATION, a Delaware corporation, on the one hand and PROFITS DREAMS...Share Exchange Agreement • July 7th, 2006 • Central Class Group LTD • Services-educational services • Delaware
This AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”) is made and entered into as of June 22, 2006, by and among WT Holdings Corporation, a Delaware corporation (“WT”), on the one hand, and Profits Dreams Development Limited, a company organized under the laws of the British Virgin Islands, its shareholders (Horizon Corporation Limited, a company organized under the laws of Hong Kong (“Horizon”), Ricky Tsoi, and Alex Yue), and Forever Rise Holding Limited, a company organized under the laws of the British Virgin Islands (“FRHL”) and the shareholders of FRHL listed on Schedule I hereto (the “FRHL Shareholders”), on the other hand, and is made with reference to the following:
EXHIBIT A JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • July 7th, 2006 • Central Class Group LTD • Services-educational services
The undersigned acknowledge and agree that the foregoing statement of Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
