CHINA DIGITAL MEDIA CORPORATION 2505-06, 25/F, Stelux HousePlan of Exchange • April 12th, 2005 • China Digital Media Corp • Perfumes, cosmetics & other toilet preparations
Reference is made to that certain Plan of Exchange, dated December 28, 2004 (the “Plan of Exchange”), between, among others, China Digital Media Corporation (formerly known as Hairmax International, Inc.), a Nevada corporation (“CDGT”), Arcotect Digital Technology, Ltd., a corporation organized and existing under the laws of the Hong Kong SAR of the Peoples’ Republic of China (“Arcotect”), and the Arcotect Shareholders, pursuant to which CDGT agreed, among other things, to issue 20,000,000 shares of its common stock, $.001 par value, to the Arcotect Shareholders in exchange for all of the issued and outstanding capital stock of Arcotect. After the consummation of the Plan of Exchange, Arcotect will become a wholly-owned subsidiary of CDGT.
