EXHIBIT 2.1
Share Exchange Agreement
This Share Exchange Agreement, dated as of July 18, 2006, is made by and among GRC Holdings, Inc.,
a Texas corporation (the “Acquiror Company”), Lin Ling LI, Siu Ling CHAN, Michael LI, Katherine LOH and
Chao Ming ZHAO (collectively, the “Shareholders”), and Logic Express Limited, a corporation organized under
the laws of the British Virgin Islands (the “Company”).
BACKGROUND
WHEREAS, the Shareholders together own 100% of the Shares of the Company in the respective
amounts set forth in Exhibit A hereto;
WHEREAS, the Shareholders have agreed to transfer to the Acquiror Company, and the Acquiror
Company has agreed to acquire from the Shareholders, all of the Shares, which Shares constitute 100% of the
issued and outstanding shares of the Company, in exchange for 18,484,715 shares of the Acquiror Company’s
Common Stock to be issued on the Closing Date (the “Acquiror Company Shares”), which Acquiror Company
Shares shall constitute 96.1% of the issued and outstanding shares of Acquiror Company’s Common Stock
immediately after the closing of the transactions contemplated herein, in each case, on the terms and conditions as
set forth herein.
WHEREAS, the investors named in the Securities Purchase Agreement of even date herewith entered
into by Acquiror Company (the “Investors”) have agreed to purchase an aggregate of 4,280,000 shares of the
Acquiror Company (2,200,000 newly issued shares and 1,040,000 existing shares from Ms. Li and 1,040,000
existing shares from Ms. Chan), which Acquiror Company Shares shall constitute approximately 20% of the
issued and outstanding shares of Acquiror Company Common Stock immediately after the closing of the
transactions contemplated herein, in each case, on the terms and conditions as set forth herein.
SECTION I
DEFINITIONS
Unless the context otherwise requires, the terms defined in this Section 1 will have the meanings herein
specified for all purposes of this Agreement, applicable to