SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (the “ Agreement ”) is made and entered into as of August 21, 2009 by and among China Agro Sciences Corp., a Florida corporation (“ CHAS ”), China HGS Investment Inc., a corporation formed under the laws of the State of Delaware (“ HGS ”), and Rising Pilot, Inc., a British Virgin Islands business company which owns 100% issued and outstanding capital stock of HGS (the “ HGS Shareholder ”). Each of CHAS, HGS, and the HGS Shareholder is referred to herein individually as a “ Party ” and all are referred to collectively as the “ Parties .”

WHEREAS , the HGS Shareholder owns 100% of the issued and outstanding shares of HGS.

WHEREAS , HGS owns 100% of the equity of Shaanxi Hanguangsha Management and Consultation Limited Company, a wholly foreign-owned enterprise (WOFE) organized under the laws of the People’s Republic of China (“ Shaanxi HGX ”).

WHEREAS, on June 29, 2009, Shaanxi HGX entered into a variable interest entity agreement (the “VIE Agreement”) with Shaanxi Guangsha Investment and Development Group Co., Ltd., a real estate development company established under the laws of the People’s Republic of China (“S haanxi Guangsha Investment ”), to manage and operate the business activities of Shaanxi Guangsha Investment.

WHEREAS , the Boards of Directors of CHAS and HGS have determined that a business combination between CHAS and HGS (the “ Share Exchange ”) is advisable and in the best interests of their respective companies and stockholders and in furtherance thereof have approved the Share Exchange.

WHEREAS , in the Share Exchange, the HGS Shareholder shall exchange all its shares in HGS (the “ HGS Shares ”) in exchange for the issuance of a total of 14,000,000 shares of common stock, $0.001 par value per share, of CHAS (the “ Exchange Shares ”). As a result, HGS will become a wholly-owned subsidiary of CHAS.

WHEREAS , in connection with the change of control contemplated by the Share Exchange, the directors and officers of CHAS will be resigning from their positions and new directors and officers will be appointed effective as of ten (10) days following the filing and mailing of a Schedule 14F-1.

WHEREAS, prior to the Share Exchange, Dalian Holding Corp., a Florida corporation and a wholly-owned subsidiary of CHAS (“ Dalian Holding ”) which owns all the assets of CHAS assumed all of the liabilities and contingent liabilities of CHAS which existed prior to the Closing of the Share Exchange.  At the same time, CHAS entered into a management agreement with Zhengquan Wang, its previous CEO, and Dalian Holding (the “ Management Agreement ”), pursuant to which it is agreed that Mr. Wang will manage Dalian Holding within his discretion, provided that his actions or inactions would not have a materially adverse effect to CHAS. The Management Agreement further provided that Mr. Wang will purchase Dalian Holding and assume all of its liabilities (the “Spin-Out”) with terms to be negotiated and approved by the CHAS shareholders, provided that, if the Spin-Out does not occur within ninety (90) days following the Closing of the Share exchange, the Share Exchange shall be unwound.

WHEREAS, the Boards of Directors of each of CHAS and HGS  agree that within 30 days after the Closing of the Share Exchange, CHAS shall enter into an entrusted management agreement (the “ Entrusted Management Agreement ”) with the management of Shaanxi Guangsha Investment (the “ Shaanxi Guangsha Management ”), pursuant to which CHAS will issue to Mr. Xiaojun Zhu, CEO of Shaanxi Guangsha Investment and his management team an aggregate of 25,000,000 newly issued shares of common stock of CHAS, provided that all Mr. Xiaojun Zhu's shares of Shaanxi HGX are transferred to unrelated third party in advance.

NOW, THEREFORE , in consideration of the premises and the mutual covenants, representations and warranties contained herein, the Parties, intending to be legally bound, hereby agree as follows:

As used in this Agreement, the following terms shall have the meanings set forth below:

“ Acquired Entities ” means HGS and Shaanxi HGX collectively.

“ Applicable Law ” means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses of the Parties, the Share Exchange and/or the Parties.

“ Closing ” has the meaning set forth in Section 1.02.

“ DGCL ”   means the Delaware General Corporation Law.

“ Exchange Shares ” has the meaning set forth in the Preamble.

“ FBCA ”   means the Florida General Corporation Act.

“ HGS Shares ” has the meaning set forth in the Preamble.

  "Knowledge” means, in the case of CHAS or HGS, a particular fact or other matter of which its Chief Executive Officer or Chief Financial Officer is actually aware or which a prudent individual serving in such capacity could be expected to discover or otherwise become aware of in the course of conducting a reasonable review or investigation of the corporation and its business and affairs.

“ Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, claim, encumbrance, royalty interest, any other adverse claim of any kind in respect of such property or asset, or any other restrictions or limitations of any nature whatsoever.

“ Material Adverse Effect ” with respect to any entity or group of entities means any event, change or effect that has or would have a materially adverse effect on the financial condition, business or results of operations of such entity or group of entities, taken as a whole.

“ Person ” means any individual, corporation, partnership, trust or unincorporated organization or a government or any agency or political subdivision thereof.

 “ Share Exchange ” has the meaning set forth in the Preamble.

“ Spin-Out ” shall mean a to be negotiated transaction whereby 100% of the outstanding shares of common stock of Dalian Holding, which has assumed all of the pre-Share Exchange assets and liabilities of CHAS, shall be sold to Mr. Wang for a mutually agreeable amount of consideration.

“ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means:

(i) any income, alternative or add-on minimum tax, gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax, withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

(ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any taxable period, and

(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

“ Tax Return ” means any return, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

SECTION 1.01     SHARE EXCHANGE

a.   On the Closing Date (defined herein), the HGS Shareholder shall transfer and assign to CHAS all of the issued and outstanding capital stock of HGS.   The HGS Shareholder represents and warrants that upon delivery to CHAS of the stock certificates duly endorsed for transfer, all right, title and interest in said shares will be transferred to CHAS free of Liens, claims and encumbrances.

b.   On the Closing Date, CHAS shall deliver to the HGS Shareholder or its assignees a total of 14,000,000 shares of CHAS common stock.  CHAS represents and warrants that the shares to be issued to the HGS Shareholders have been duly authorized and shall become legally issued, fully paid and non-assessable when the shares are issued.

c.   The parties intend that the exchange of shares described above shall qualify as a tax-free exchange under Section 351 of the United States Internal Revenue Code.  The parties further intend that the issuance of the common stock by CHAS to the HGS Shareholder shall be exempt from the provisions of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of said Act.

SECTION 1.02     CLOSING

The closing of the Share Exchange (the “ Closing ”) will take place as soon as practicable after the satisfaction or waiver of the conditions precedent set forth in Article V or at such other date as CHAS and HGS shall agree (the “ Closing Date ”), but in any event no later than August 31, 2009, unless extended by a written agreement of CHAS and HGS.  The Closing shall take place at the offices of

Richard I. Anslow, Esq.

Managing Partner

Anslow & Jaclin, LLP

195 Route 9 South, Suite 204

Manalapan, NJ 07726

T: 732 409 1212

F: 732 577 1188

or at such other location as the parties hereto agree.

SECTION 1.03     RESTRICTIONS ON RESALE

The Exchange Shares issued pursuant to the Share Exchange will not be registered under the Securities Act or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) CHAS receives an opinion of counsel for the holders of the shares proposed to be transferred, reasonably satisfactory to counsel for CHAS, that an exemption from the registration requirements of the Securities Act is available.

The certificates representing the Exchange Shares which are being issued hereunder shall contain a legend substantially as follows:

“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR CHINA AGRO SCIENCES CORP. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR CHINA AGRO SCIENCES CORP. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

CHAS hereby represents and warrants to HGS and the HGS Shareholder, as of the date of this Agreement, and as of the Closing Date, except at otherwise indicated, and except in each case as disclosed in the CHAS disclosure letter delivered as of the date hereof, as follows:

CHAS is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida, and has corporate power and authority to conduct its business as presently conducted by it and to enter into and perform this Agreement and to carry out the transactions contemplated by this Agreement. CHAS has the power to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is duly authorized and qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on CHAS. CHAS has delivered or made available to HGS a true and correct copy of the Articles of Incorporation (the “ Articles of Incorporation ”), and the Bylaws, or other charter documents, as applicable, of CHAS, each as amended to date. CHAS is not in violation of any of the provisions of its respective charter or bylaws or equivalent organization documents. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of CHAS, or otherwise obligating CHAS to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. CHAS does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

SECTION 2.02     CAPITALIZATION

(a)   There are 100,000,000 shares of capital stock of CHAS authorized, consisting of 100,000,000 shares of common stock, $.001 par value per share (the “ CHAS Common Shares ”) . As of the date of this Agreement, there are 20,050,000 CHAS Common Shares issued and outstanding.

(b)    Except for the 25,000,000 CHAS Common Shares to be issued to the Shaanxi Guangsha Management with terms and conditions to be stipulated in a future Entrusted Management Agreement with CHAS, no CHAS Common Shares have been reserved for issuance to any person.   There are no contracts, commitments or agreements relating to voting, purchase or sale of CHAS’s capital stock (i) between or among CHAS and any of its stockholders and (ii) to the best of CHAS’s knowledge, between or among any of CHAS’s stockholders.

(c)   All outstanding CHAS Common Shares are validly issued, fully paid, non-assessable, not subject to pre-emptive rights and have been issued in compliance with all state and federal securities laws or other Applicable Law.

SECTION 2.03     AUTHORITY FOR AGREEMENT

The execution, delivery, and performance of this Agreement by CHAS has been duly authorized by all necessary corporate and shareholder action, and this Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of CHAS, enforceable against each of them in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with its provisions by CHAS will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, CHAS's Articles of Incorporation or their Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which CHAS is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to CHAS.  No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“ Governmental Entity ”) is required by or with respect to CHAS in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby and thereby.

CHAS has made available to HGS a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings filed with the SEC by CHAS since January 1, 2008 (collectively, the “ CHAS SEC Documents ”). In addition, CHAS has made available to HGS all exhibits to the CHAS SEC Documents filed prior to the date hereof, and will promptly make available to HGS all exhibits to any additional CHAS SEC Documents filed prior to the Closing Date. All documents required to be filed as exhibits to the CHAS SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those that have expired in accordance with their terms, and neither CHAS nor any of its subsidiaries is in material default thereunder. As of their respective filing dates, the CHAS SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and none of the CHAS SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed CHAS SEC Document. The financial statements of CHAS, including the notes thereto, included in the CHAS SEC Documents (the “ CHAS Financial Statements ”) were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The CHAS Financial Statements fairly present the financial condition and operating results of CHAS at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments).

SECTION 2.06     ABSENCE OF CERTAIN CHANGES OR EVENTS

Since June 30, 2009,

(a)   there has not been any Material Adverse Change in the business, operations, properties, assets, or condition of CHAS;

(b)   CHAS has not (i) amended its Articles of Incorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or exchanged or redeemed, or agreed to exchange or redeem, any outstanding capital stock; (iii) made any material change in its method of management, operation, or accounting; (iv) entered into any material transaction; or (v) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee;

(c)   CHAS has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (ii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent CHAS balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any material assets, properties, or rights, or canceled, or agreed to cancel, any material debts or claims; or (iv) made or permitted any material amendment or termination of any contract, agreement, or license to which it is a party.

SECTION 2.07     ABSENCE OF UNDISCLOSED LIABILITIES

CHAS has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet included in CHAS’s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (the “ CHAS Balance Sheet ”), (ii) those incurred in the ordinary course of business and not required to be set forth in the CHAS Balance Sheet under GAAP, (iii) those incurred in the ordinary course of business since the CHAS Balance Sheet date and not reasonably likely to have a Material Adverse Effect on CHAS, and (iv) those incurred in connection with this Agreement.

SECTION 2.08     GOVERNMENTAL AND THIRD PARTY CONSENTS

No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with CHAS, is required by or with respect to CHAS in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the FBCA.

There is no action, suit, investigation, audit or proceeding pending against, or to the Knowledge of CHAS, threatened against or affecting CHAS or any of their respective assets or properties before any court or arbitrator or any governmental body, agency or official.  There is no injunction, judgment, decree, order or regulatory restriction imposed upon CHAS or any of their respective assets or business, or, to the knowledge of CHAS, any of their respective directors or officers (in their capacities as such), that would prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have a Material Adverse Effect on CHAS.

Except as disclosed in its SEC filings or on Schedule 2.10 hereto, CHAS is not indebted to any officer or director of CHAS (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary expenses), and no such person is indebted to CHAS, and there are no other transactions of the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K under the Securities Act and the Exchange Act.

SECTION 2.11     COMPLIANCE WITH APPLICABLE LAWS

To the Knowledge of CHAS, the business of CHAS has not been, and is not being, conducted in violation of any Applicable Law.

SECTION 2.12     TAX RETURNS AND PAYMENT

CHAS has duly and timely filed all material Tax Returns required to be filed by it and has duly and timely paid all Taxes shown thereon to be due. There is no claim for Taxes that is a Lien against the property of CHAS other than Liens for Taxes not yet due and payable. CHAS has not received written notification of any audit of any Tax Return of CHAS being conducted or pending by a Tax authority, no extension or waiver of the statute of limitations on the assessment of any Taxes has been granted by CHAS which is currently in effect, and CHAS is not a party to any agreement, contract or arrangement with any Tax authority or otherwise, which may result in the payment of any material amount in excess of the amount reflected on the above referenced CHAS Financial Statements.

SECTION 2.13     SECURITY LISTING

CHAS is a fully compliant reporting company under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and all CHAS public filings required under the Exchange Act have been made. The common stock of CHAS is listed for quotation on the OTC Bulletin Board. To the Knowledge of CHAS, CHAS has not been threatened or is not subject to removal of its common stock from the OTC Bulletin Board.

SECTION 2.14     FINDERS’ FEES

CHAS has not incurred, nor will it incur, directly or indirectly, any liability for brokers’ or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

SECTION 2.15     MINUTE BOOKS

The minute books of CHAS made available to HGS contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of CHAS during the past three years and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

SECTION 2.16     VOTE REQUIRED

The approval of CHAS’s Board of Directors is the only approvals or votes necessary to approve this Agreement and the transactions contemplated hereby on behalf of such entity.

SECTION 2.17     BOARD APPOVAL

The Board of Directors of CHAS has (i) approved this Agreement and the Share Exchange, and (ii) approved the issuance of the Exchange Shares pursuant to Section 1.01.

Except as disclosed in the CHAS SEC Documents, there are no Benefit Plans maintained by CHAS covering only CHAS executive officers. Each Benefit Plan maintained by CHAS has been operated and administered in accordance with its terms and applicable law, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CHAS. The execution of this Agreement and the consummation of the Share Exchange will not constitute an event under any Benefit Plan maintained by CHAS that will or may result in any payment, acceleration, termination, forgiveness of indebtednes