[SHARE EXCHANGE AGREEMENT by and among BTHC VIII, INC. MEGAWAY INTERNATIONAL HOLDINGS LIMITED and THE SOLE SHAREHOLDER OF MEGAWAY INTERNATIONAL HOLDINGS LIMITED Dated as of June 30, 2009 TABLE OF CONTENTS ARTICLE I EXCHANGE OF SHARES 1 1.1. Share Exchange 1 1.2. Closing 1 2 2.1. Good Title 2 2.2. Organization 2 2.3. Power and Authority 2 2.4. No Conflicts] [CANCELLATION AGREEMENT Agreement Company Cancelling Party CANCELLATION AGREEMENT, dated June 30, 2009 (this " BACKGROUND Megaway Shareholder Share Exchange Transaction On or about the date hereof, the Company has entered into a Share Exchange Agreement with Megaway International Holdings Limited, a British Virgin Islands company (" Subject Shares It is a condition precedent to the consummation of the Share Exchange] [Commission Loan Agreement (Ref. 2008002) Party A (the Borrower): Legal Representative (Person in Charge): Registered Address: Type of License: Post Code: Tel: Party B (Principal): Legal Representative (Person in Charge): Address: Type of License: Post Code: Tel: Party C (Agent Bank/Lender): Person in Charge: Address: Type of License: Post Code: Tel: Whereas: Commission Loan Agreement Party B and Party C] [Loan Agreement Ref: No.22101200800002290 Borrower Lender The both parties entered into this Agreement through negotiation in accordance with relevant laws and regulations. Article I: The Loan 1. short-term working capital loan. Type of the Loan: 2. purchase of raw material, steel and etc. Purpose of the Loan: 3. Renminbi Nine Million Four Hundred and Seventy Thousand (9,470,000) Yuan. Currency and] [Maximum Amount Mortgage Agreement Ref: No.22906200700000124 Mortgagee Debtor Mortgagor (1) the Company (2) Siping City Ju Yuan Heat Exchange Equipment Co., Ltd (3) Siping City Ju Yuan Han Yang Pressure Vessel Co., Ltd Due to a series of credit and debt contracts (hereinafter referred to as the “Main Contract”) between Mortgagee and Debtor, in according with terms and the maximum] [Loan Agreement Ref: No.22101200800002294 Borrower Lender The both parties entered into this Agreement through negotiation in accordance with relevant laws and regulations. Article I: The Loan 7. short-term working capital loan. Type of the Loan: 8. purchase of raw material, steel and etc. Purpose of the Loan: 9. Renminbi Six Hundred and Fifty Thousand (650,000) Yuan. Currency and amount of] [The form of Labor Contract signed before 1 January 2008 is as follows: Labor Contract According to the provisions of the Labor Law of the People's Republic of China, the Parties enter into this contract with the following terms and conditions. Duration Article 2: II. Working Content Article 2: Article 3: III. Working Protection & Working Conditions Article 4: Article] [The form of Non-disclosure Agreement as an appendix to Labor Contract signed before 1 January 2008 is as follows: Non-disclosure Agreement As the position of Party B is related to important trade secret of Party A, the parties enter into the agreement hereby after consultations as follows: Article 1 Article 2 Article 3 Party A, he should compensate Party A] [The form of Labor Contract signed after 1 January 2008 is as follows: Labor Contract Party A (Employer) Registered address: __________________________________________ Legal representative (principal) or entrusted agent: _______________________________________ Post Code: _______________________________________ Connect Phone: _______________________________________ Party B (Employee) Gender: _______________________________________ Date of Birth: _______________________________________ ID card No.: _______________________ First date working in Party A: _______________________________________ Former employer: _______________________________________ Registered permanent residence:] [The form of Supplementary Agreement of Labor Contract is as follows: Supplementary Agreement of Labor Contract Both parties enter into this agreement after consultation for matters not mentioned in the labor contract. Party B had already terminated labor contract with the former employer and does not have any disputes or labor dispute. Party B should assume the responsibility if causing] [Letterhead of S. W. Hatfield, CPA June 30, 2009 Gentlemen: We have no disagreements with the statements made in the draft Form 8-K, Item 4.01 disclosures which we read. Yours truly, S. W. Hatfield, CPA] [Subsidiaries of China Valves Technology, Inc. Name of Subsidiary Jurisdiction of Organization % Owned Megaway International Holdings Limited British Virgin Islands 100% Star Wealth International Holdings Limited Hong Kong 100% Siping City Juyuan Hanyang Plate Heat Exchanger Co. Ltd. PRC 100% Beijing Juyuan Hanyang Heat Exchange Equipment Co., Ltd. PRC 75%] [FORM 8-K CURRENT REPORT , Date of report (Date of earliest event reported): July 7 BTHC VIII, INC. Delaware 000-21071 20-5463509 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) THT Industrial Park, No.5 Nanhuan Road, Tiexi District Siping, Jilin Province 136000 People’s Republic of China 86-434-3265241 28 Cottonwood Lane, Hilton Head, SC 29926 (Former name or]