Share Exchange Agreement With Power Profit Technology Development Limited Entered Into On May 15, 20

SHARE EXCHANGE AGREEMENT


THIS AGREEMENT is made effective as of the 15th day of May, 2008.AMONG: CHINA WIND ENERGY INC. , a Nevada corporation, of No.2 Haibin Road, Binxi Developing Area, Heilongjiang Province, People' s Republic of China (" Pubco" )
AND: POWER PROFIT TECHNOLOGY DEVELOPMENT LIMITED, a Hong Kong corporation, of Room 2302, 23/F., 99 Hennessy Road, Wanchai, Hong Kong, People' s Republic of China (" Priveco" )
AND: TSE WAN YI, of Room 2302, 23/F., 99 Hennessy Road, Wanchai, Hong Kong, People' s Republic of China (the " Selling Shareholder" )


WHEREAS:

A. The Selling Shareholder is the registered and beneficial owner of the sole issued and outstanding common share in the capital of Priveco;

B. Priveco is the holder of 72,660,000 common shares in the registered share capital of Harbin Sanye Wind Energy Technology Co., Ltd., a company incorporated and subsisting under the laws of the People' s Republic of China. The 72,660,000 shares represent 82.14% of the registered share capital of Harbin Sanye Wind Energy Technology Co., Ltd.

C. Pubco has agreed to issue 15,000,000 fully paid and non-assessable common shares in the capital of Pubco as of the Closing Date, as defined herein, to the Selling Shareholder as consideration for the purchase by Pubco of the sole issued and outstanding common share in the capital of Priveco held by the Selling Shareholder; and

D. Upon the terms and subject to the conditions set forth in this Agreement, the Selling Shareholder has agreed to sell the sole issued and outstanding common share in the capital of Priveco held by the Selling Shareholder to Pubco in exchange for 15,000,000 fully paid and non-assessable common shares in the capital of Pubco.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

- 2 - 1. DEFINITIONS 1.1 Definitions . The following terms have the following meanings, unless the context indicates otherwise:

(a) " Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) " Closing" shall mean the completion of the Transaction, in accordance with Section 7 of this Agreement, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time; (c) " Closing Date" shall mean a date mutually agreed upon by the parties to this Agreement in writing and in accordance with Section 10.6 hereto following the satisfaction or waiver by Pubco and Priveco of the conditions precedent set out in Sections 5.1 and 5.2 hereto, respectively, provided that such date shall be no later than six (6) weeks after execution of this Agreement by both parties. (d) " Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) " Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) " GAAP" shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods; (g) " Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (h) " Priveco Share" shall mean the one (1) common share of Priveco held by the Selling Shareholder, being all of the issued and outstanding common shares of Priveco beneficially held, either directly or indirectly, by the Selling Shareholder; (i) " Pubco Shares" shall mean the 15,000,000 fully paid and non-assessable common shares of Pubco, to be issued to the Selling Shareholder by Pubco on the Closing Date; (j) " SEC" shall mean the United States Securities and Exchange Commission; (k) " Securities Act" shall mean the United States Securities Act of 1933, as amended;

(l) " Taxes" shall include international, federal, state, provincial and local income taxes; capital gains taxes; value-added taxes; franchise, personal property and real property taxes; levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (m) " Transaction" shall mean the purchase of the Priveco Share by Pubco from the Selling Shareholder in consideration for the issuance of the Pubco Shares.


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1.2 Schedules . The following schedules are attached to and form part of this Agreement: Schedule 1 Certificate of Non-U.S. Shareholder Schedule 2 Directors and Officers of Priveco Schedule 3 Directors and Officers of Pubco


1.3 Currency . All references to currency in this Agreement are to United States Dollars (US$), unless expressly stated otherwise.

2. THE OFFER, PURCHASE AND SALE OF SHARES

2.1 Offer, Purchase and Sale of Shares . Subject to the terms and conditions of this Agreement, the Selling Shareholder hereby covenants and agrees to sell, assign and transfer to Pubco, and Pubco hereby covenants and agrees to purchase from the Selling Shareholder, the Priveco Share held by the Selling Shareholder.

2.2 Consideration . As consideration for the sale of the Priveco Share by the Selling Shareholder to Pubco, Pubco agrees to allot and issue the Pubco Shares to the Selling Shareholder (or its designee(s)). The Selling Shareholder acknowledges and agrees that the Pubco Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Act. As required by applicable securities law, the Selling Shareholder (or its designee(s)) agrees to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Pubco Shares issued at the Closing shall be endorsed the following legend, or one substantially similar, pursuant to the Securities Act in order to reflect the fact that the Pubco Shares will be issued to the Selling Shareholder pursuant to an exemption from the registration requirements of the Securities Act:

" THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE " 1933 ACT" ).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN)

OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. " UNITED STATES" AND " U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

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2.3 Share Exchange Procedure . The Selling Shareholder may exchange the certificate representing the Priveco Share by delivering such certificate to Pubco duly executed and endorsed in blank (or accompanied by duly executed stock powers endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Pubco Shares to the holder(s) thereof, together with a Certificate of Non-U.S. Shareholder (the " Regulation S Certificate" ), a copy of which is set out in Schedule 1 to this Agreement;

2.4 Closing Date. The Closing shall take place, subject to the terms and conditions of this Agreement, on the Closing Date.

2.5 Restricted Shares . The Selling Shareholder acknowledges that the Pubco Shares issued pursuant to the terms and conditions set forth in this Agreement shall have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws.

2.6 Exemptions . The Selling Shareholder acknowledges that Pubco has advised such Selling Shareholder that Pubco is relying upon the representations and warranties of the Selling Shareholder set out in Schedule 1 to this Agreement to issue the Pubco Shares under an exemption from the prospectus and registration requirements of the Securities Act and, as a consequence, certain protections, rights and remedies provided by the Securities Act, including statutory rights of rescission or damages, shall not be available to the Selling Shareholder.

3. REPRESENTATIONS AND WARRANTIES OF PRIVECO

As of the Closing, Priveco and the Selling Shareholder, jointly and severally, represent and warrant to Pubco, and acknowledge that Pubco is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Pubco, as follows:

3.1 Organization and Good Standing . Priveco is a corporation duly organized, validly existing and in good standing under the laws of Hong Kong and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Priveco is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which Priveco owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Priveco taken as a whole.

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3.2 Authority . Priveco has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the " Priveco Documents" ) to be signed by Priveco and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Priveco Documents by Priveco and the consummation of the transactions contemplated by this Agreement have been duly authorized by Priveco' s board of directors. No other corporate or shareholder proceeding on the part of Priveco is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Priveco Documents when executed and delivered by Priveco as contemplated by this Agreement shall be, duly executed and delivered by Priveco and this Agreement is, and the other Priveco Documents when executed and delivered by Priveco as contemplated h ereby shall be, valid and binding obligations of Priveco enforceable in accordance with their respective terms except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally; (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and (c) as limited by public policy.

3.3 Capitalization of Priveco . The entire authorized capital stock and other equity securities of Priveco consists of 10,000 common shares (the " Priveco Common Stock" ). As of the date of this Agreement, there is one (1) share of Priveco Common Stock issued and outstanding. The one (1) issued and outstanding share of Priveco Common Stock has been duly authorized, is validly issued, was not issued in violation of any pre-emptive rights and is fully paid and non-assessable, is not subject to pre-emptive rights and is issued in full compliance with the laws of Hong Kong and Priveco' s Articles of Incorporation and Bylaws. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Priveco to issue any additional common shares of Priveco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Priveco any shares of Priveco Comm on Stock. There are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders' agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock.

3.4 Shareholders of Priveco Common Stock . As of the Closing Date, Tse Wan Yi shall be the only shareholder of Priveco Common Stock.

3.5 Directors and Officers of Priveco . The duly elected or appointed directors and the duly appointed officers of Priveco are as set out in Schedule 2 to this Agreement.

3.6 Corporate Records of Priveco . The corporate records of Priveco, as required to be maintained by it pursuant to all applicable laws, are accurate, complete and current in all material respects, and the minute book of Priveco is, in all material respects, correct and contains all records required by all applicable laws, as applicable, in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of Priveco.

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3.7 Non-Contravention . Neither the execution, delivery and performance of this Agreement nor the consummation of the Transaction, shall: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Priveco or any of its subsidiaries under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Priveco or any of its subsidiaries, or any of their respective material property or assets; (b) violate any provision of the Constitution, Articles of Incorporation or any other constating documents of Priveco, any of its subsidiaries or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Priveco, any of its subsidiaries or any of their respective material property or assets.

3.8 Actions and Proceedings . To the best knowledge of Priveco, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding, pending, threatened against or affecting Priveco or which involves any of the business, properties or assets of Priveco that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Priveco taken as a whole (a " Priveco Material Adverse Effect" ). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Priveco Material Adverse Effect.3.9 Compliance . (a) To the best knowledge of Priveco, Priveco is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Priveco; (b) To the best knowledge of Priveco, Priveco is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a Priveco Material Adverse Effect; (c) Priveco has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of Priveco, threatened, and none of them shall be adversely affected by the consummation of the Transaction; and

(d) Priveco has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. Priveco has not received any notice of any violation thereof, nor is Priveco aware of any valid basis therefore.

3.10 Filings, Consents and Approvals . No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Priveco of the Transaction contemplated by this Agreement or to enable Pubco to continue to conduct Priveco' s business after the Closing Date in a manner which is consistent with that in which the business is presently conducted.


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3.11 Financial Representations . The consolidated audited balance sheets for Priveco for its last two fiscal years, including operations of Harbin Sanye Wind Energy Technology Co., Ltd., plus any consolidated unaudited balance sheets for Priveco dated on or before May 12, 2008 (the " Priveco Accounting Date" ), together with related statements of income, cash flows, and changes in shareholder' s equity for such fiscal years and interim period then ended (collectively, the " Priveco Financial Statements" ) to be supplied within sixty five ( ) days following the Closing Date:(a) shall be in accordance with the books and records of Priveco; (b) shall present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and (c) shall have been prepared in accordance with GAAP.

Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.

3.12 Absence of Undisclosed Liabilities . Priveco does not have any material Liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that exceed $5,000, which:(a) are not set forth in the Priveco Financial Statements or have not heretofore been paid or discharged; (b) did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed in writing to Pubco; or (c) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Priveco Financial Statements.

- 8 -3.13 Tax Matters . (a) As of the date of this Agreement: (i) Priveco has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into account any extensions of the filing deadlines which have been validly granted to Priveco, and (ii) all such returns are true and correct in all material respects; (b) Priveco has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof, and has established an adequate reserve therefore on its balance sheets for those Taxes not yet due and payable, except for any Taxes the non-payment of which will not have a Priveco Material Adverse Effect; (c) Priveco is not presently under or has not received notice of, any contemplated investigation or audit by regulatory or governmental agency or body or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof; (d) all Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency; and (e) to the best knowledge of Priveco, the Priveco Financial Statements contain full provision for all Taxes including any deferred Taxes that may be assessed to Priveco for the accounting period ended on the Priveco Accounting Date or for any prior period in respect of any transaction, event or omission occurring, or any profit earned, on or prior to the Priveco Accounting Date or for any profit earned by Priveco on or prior to the Priveco Accounting Date or for which Priveco is accountable up to such date and all contingent Liabilities for Taxes have been provided for or disclosed in the Priveco Financial Statements. 3.14 Absence of Changes . Since the Priveco Accounting Date, Priveco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or shall cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice;

- 9 - (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $12,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

3.15 Absence of Certain Changes or Events . there has not been:

Since the Priveco Accounting Date, (a) a Priveco Material Adverse Effect; or (b) any material change by Priveco in its accounting methods, principles or practices.

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3.16 Subsidiaries . Priveco owns 82.14% of Harbin Sanye Wind Energy Technology Co., Ltd. Harbin Sanye Wind Energy Technology Co., Ltd. is Priveco' s majority owned subsidiary.

3.17 Personal Property . Priveco possesses, and has good and marketable title of all property necessary for the continued operation of the business of Priveco as presently conducted and as represented to Pubco. All such property is used in the business of Priveco. All such property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Priveco is owned by Priveco free and clear of all liens, security interests, charges, encumbrances, and other adverse claims.3.18 Intellectual Property (a) Intellectual Property Assets . Priveco owns or holds an interest in all intellectual property assets necessary for the operation of the business of Priveco as it is currently conducted (collectively, the " Intellectual Property Assets" ), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the " Marks" ); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the " Patents" ); (iii) all copyrights in both published works and unpublished works (collectively, the " Copyrights" ); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco as licensee or licensor (collectively, the " Trade Secrets" ). (b) Intellectual Property and Know-How Necessary for the Business . Priveco is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, and has the right to use without payment to a third party of all the Intellectual Property Assets. All former and current employees and contractors of Priveco have executed written contracts, agreements or other undertakings with Priveco that assign all rights to any inventions, improvements, discoveries, or information relating to the business of Priveco. No employee, director, officer or shareholder of Priveco owns directly or indirectly in whole or in part, any Intellectual Property Asset which Priveco is presently using or which is necessary for the conduct of its business. To the best knowledge of Priveco, no employee or contractor of Priveco has entered into any contract or agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than Priveco. (c) Patents . Priveco does not hold any right, title or interest in and to any Patent and Priveco has not filed any patent application with any third party. To the best knowledge of Priveco, none of the products manufactured and sold nor any process or know-how used by Priveco infringes or is alleged to infringe any patent or other proprietary night of any other person or entity.

(d) Trademarks . Priveco does not hold any right, title or interest in and to any Mark and Priveco has not registered or filed any application to register any Mark with any third party. To the best know ...