Form SC 13D Qiu Li Wei

Schedule filed to report acquisition of beneficial ownership of more than 5% of a class of equity securities

What is Form SC 13D?
  • Accession No.: 0001144204-06-034941 Act: 34 File No.: 005-81745 Film No.: 061045767
  • CIK: 0001373200
  • Submitted: 2006-08-21

SC 13D TXT

v050935_sc13d.txt

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )*

                        Supreme Realty Investments, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    868636309
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                   Li Wei Qiu
                            No. 264-298 Qingshan Road
                           Nanfeng Center, Suite 1905
                            Quanwan Kingjie, Hongkong
                                 86-760-8482888
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 4, 2006
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.

                                        1
<PAGE>

CUSIP No. 868636309

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).

     Li, Wei Qiu
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
     (a)  |_|
     (b)  |_|
--------------------------------------------------------------------------------
3    SEC USE ONLY


--------------------------------------------------------------------------------
4    SOURCE OF FUNDS (SEE INSTRUCTIONS)

     PF
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   |_|


--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     China
--------------------------------------------------------------------------------
               7    SOLE VOTING POWER

                    2,080,000 shares of Common Stock
               -----------------------------------------------------------------
  NUMBER OF    8    SHARED VOTING POWER
   SHARES
BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON           2,080,000 Shares of Common Stock
    WITH       -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER

                    0
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,080,000
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)                                                     |_|


--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     14.1%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN
--------------------------------------------------------------------------------

                                        2
<PAGE>

ITEM 1. SECURITY AND ISSUER

      The class of equity securities to which this Schedule 13D relates is the
common stock of Supreme Realty Investments, Inc., a Nevada corporation (the
"Issuer"). The principal executive offices of the Issuer are located at No. 5A,
Zuanshi Ge, Fuqiang Yi Tian Ming Yuan, Fu Tian Qu, Shenzhen City, P.R. China.

ITEM 2. IDENTITY AND BACKGROUND

      This Schedule 13D is being filed on behalf of Li Wei Qiu (the "Reporting
Person"). The address of Mr. Li Wei Qiu is No. 264-298 Qingshan Road, Nanfeng
Center, Suite 1905, Quanwan Kingjie, Hongkong. Mr. Li Wei Qiu, a citizen of
China is Chairman of Oceanic International Company Limited, the Issuer's
subsidiary, since 2003.

      During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor is the Reporting Person a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of violation of any such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

      Mr. Li Wei Qiu acquired 2,080,000 shares of newly issued common stock of
the Issuer in exchange for his 20% ownership interest in Home System Group, Inc.

ITEM 4. PURPOSE OF TRANSACTION.

      On August 4, 2006, the Issuer entered into an agreement and plan of merger
with XY Acquisition Corporation ("XY"), Home System Group, Inc. ("HSG"), Cheung
Kin Wai, Li Wei Qiu, Ye Bo Quan, Li Shu Bo, Huang Jian Wei, Value Global
International Limited, Simple (Hong Kong) Investment & Management Company
Limited, First Capital Limited, Shenzhen Dingyi Investment Company Limited,
China US Bridge Capital Limited (the "Merger Agreement"). The transaction
described in the Merger Agreement is hereinafter referred to as the "Merger
Transaction."

      Prior to the completion of the Merger Transaction on August 4, 2006, XY
Acquisition Corporation was a Nevada corporation and a wholly owned subsidiary
of the Registrant.

      HSG is a corporation formed on February 28, 2003 under the laws of the
British Virgin Island. On June 30, 2006, HSG acquired all of the issued and
outstanding stock of Oceanic International (HK) Limited ("OCIL"). OCIL is an
operating company organized under the laws of Hong Kong. Prior to the completion
of the Merger Transaction on August 3, 2006, Cheung Kin Wai, Li Wei Qiu, Ye Bo
Quan, Li Shu Bo, Huang Jian Wei, Value Global International Limited, Simple
(Hong Kong) Investment & Management Company Limited, First Capital Limited,
Shenzhen Dingyi Investment Company Limited, China US Bridge Capital Limited were
the shareholders of HSG (the "HSG Shareholders"). In addition, Cheung Kin Wai
and Li Wei Qiu are the two only directors of HSG.

      Pursuant to the Merger Agreement, XY merged with HSG, with HSG as the
survivor of the merger. As a result of the Merger Transaction, HSG became a
wholly owned subsidiary of the Issuer, which, in turn, made the Issuer the
indirect owner of the Chinese operating company OCIL.

      Under the Merger Agreement, in exchange of surrendering their shares in
HSG, the HSG Shareholders received stock consideration consisting of 8,000,000
newly issued shares of the Issuer's common stock, which were divided
proportionally among the HSG Shareholders in accordance with their respective
ownership interests in HSG immediately before the completion Merger Transaction.

      On August 17, 2006 Li Wei Qiu was named a Director and Chief Executive
Officer of the Issuer.

      Mr. Li Wei Qiu has no plans or proposals that relate to or would result in
the occurrence of any of the actions described in Items 4(a) through 4(j).

                                        3
<PAGE>

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

      (a) Mr. Li Wei Qiu owns 2,080,000 shares of common stock of the Issuer,
which as of August 11, 2006, accounted for 14.1% of the Issuer's issued and
outstanding common stock.

      (b) Mr. Li Wei Qiu has the sole power to vote or to direct the vote and
the sole power to dispose or to direct the disposition of, the 2,080,000 shares
of common stock of the Issuer that he owns.

      (c) Transactions in the securities effected during the past sixty days:
None, other than the transactions described in Item 4 of this Schedule 13D.

      (d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities beneficially owned by Mr. Li Wei Qiu.

      (e) The date on which the Reporting Persons ceased to be beneficial owners
of more than five percent of the class of securities: Inapplicable.


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

      Not applicable.


ITEM 7.              MATERIAL TO BE FILED AS EXHIBITS.

        Exhibit A            Merger Agreement

      See Item 4 of this Schedule 13D for a description of the contracts and
arrangements between Li Wei Qiu and others with respect to the common stock of
the Issuer.

                                        4
<PAGE>

                                   SIGNATURES

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                                           /s/ Li Wei Qiu
                                                           ---------------------
                                                           Li Wei Qiu
Date: 8-20-06




                                        5
<PAGE>

                                    EXHIBIT A


                                                                  EXECUTION COPY
                          AGREEMENT AND PLAN OF MERGER

      This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") has been made as of
August 4, 2006, by and among Supreme Realty Investments, Inc., a Nevada
corporation ("SRLT"), XY Acquisition Corporation, a Nevada corporation and a
wholly-owned Subsidiary of SRLT ("SUB"), Home System Group, Inc., a British
Virgin Islands corporation ("HSG"), and the shareholders of HSG, each of whom is
identified on Schedule A to this Agreement (the "HSG SHAREHOLDERS").

      WHEREAS, the respective Boards of Directors of SRLT, Sub and HSG have
approved the merger, pursuant and subject to the terms and conditions of this
Agreement, of Sub with and into HSG (the "MERGER"), whereby all of the issued
and outstanding shares of the Common Stock of HSG (the "HSG COMMON STOCK") will
be converted into the right to receive a specified number of shares of the
Common Stock of SRLT (the "SRLT COMMON STOCK"); and the parties each desire to
make certain representations, warranties and agreements in connection with the
Merger and also to prescribe various conditions to the Merger;

      NOW, THEREFORE, in consideration of the premises and the representations,
warranties and covenants herein contained, the parties agree to effect the
Merger on the terms and conditions herein provided and further agree as follows:

                             ARTICLE 1. DEFINITIONS

      1.1 DEFINITIONS.

      In addition to the other definitions contained in this Agreement, the
following terms will, when used in this Agreement, have the following respective
meanings:

      "AFFILIATE" means a Person that, directly or indirectly, controls, is
controlled by, or is under common control with, the referenced party.

      "CLAIM" means any contest, claim, demand, assessment, action, suit, cause
of action, complaint, litigation, proceeding, hearing, arbitration,
investigation or notice of any of the foregoing involving any Person.

      "CLOSING" means the consummation of the Merger.

      "CODE" means the Internal Revenue Code of 1986, as amended, together with
all rules and regulations promulgated thereunder.

      "CONSTITUENT CORPORATIONS" means HSG and Sub, as the constituent
corporations of the Merger.

      "GAAP" means United States generally accepted accounting practices.

      "GCL" means the Nevada General Corporation Law.

      "PERSON" means and includes any individual, partnership, corporation,
trust, company, unincorporated organization, joint venture or other entity, and
any Governmental Entity.


<PAGE>

      "RECORD HOLDER" means a holder of record of HSG Common Stock as shown on
the regularly maintained stock transfer records of HSG.

      "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, joint venture, trust or other entity of which such Person, directly
or indirectly through an Affiliate, owns an amount of voting securities, or
possesses other ownership interests, having the power, direct or indirect, to
elect a majority of the Board of Directors or other governing body thereof.

      "SURVIVING CORPORATION" means HSG, as the surviving corporation of the
Merger.

      "U.S." means the United States of America.

      1.2 INTERPRETATION.

      In this Agreement, unless the express context otherwise requires:

            (A) the words "HEREIN," "HEREOF" and "HEREUNDER and words of similar
import refer to this Agreement as a whole and not to any particular provision of
this Agreement;

            (B) references to "ARTICLE" or "SECTION" are to the respective
Articles and Sections of this Agreement, and references to "EXHIBIT" or
"SCHEDULE" are to the respective Exhibits and Schedules annexed hereto;

            (C) references to a "PARTY" means a party to this Agreement and
include references to such party's successors and permitted assigns;

            (D) references to a "THIRD PARTY" means a Person that is neither a
Party to this Agreement nor an Affiliate thereof;

            (E) the terms "DOLLARS" and "$" means U.S. dollars;

            (F) terms defined in the singular have a comparable meaning when
used in the plural, and vice versa;

            (G) the masculine pronoun includes the feminine and the neuter, and
vice versa, as appropriate in the context; and

            (H) wherever the word "INCLUDE," "INCLUDES" or "INCLUDING is used in
this Agreement, it will be deemed to be followed by the words "without
limitation."

                              ARTICLE 2. THE MERGER

      2.1 EFFECTIVE TIME OF THE MERGER.

      Subject to the provisions of this Agreement, the Merger will be
consummated by the filing with the Secretary of State of the State of Nevada of
articles of merger, in such form as required by, and signed and attested in
accordance with, the relevant provisions of the GCL (the time of such filing or
such later time and date as is specified in such filing being the "EFFECTIVE
TIME").

                                        2
<PAGE>

      2.2 CLOSING.

      The Closing will take place at 10:00 a.m., local time, on the earliest
date practicable after all of the conditions set forth in Article 9 are
satisfied or waived by the appropriate party, but in no event later than the
applicable date referred to in Section 10.1(d) (the "CLOSING DATE"), unless
another time, date or place is agreed to in writing by the parties.

      2.3 EFFECTS OF THE MERGER.

      By virtue of the Merger and without the necessity of any action by or on
behalf of the Constituent Corporations, or either of them:

            (A) at the Effective Time, (i) the separate existence of Sub will
cease, and Sub will be merged with and into HSG, and (ii) the certificate of
incorporation and bylaws of HSG as in effect immediately prior to the Effective
Time will be the certificate of incorporation and bylaws of the Surviving
Corporation until thereafter amended; and

            (B) at and after the Effective Time, the Surviving Corporation will
possess all the rights, privileges, powers and franchises of a public as well as
of a private nature, and be subject to all the restrictions, disabilities and
duties, of each of the Constituent Corporations; and all property, real,
personal and mixed, and all debts due to either of the Constituent Corporations
on whatever account, as well for stock subscriptions as all other things in
action or belonging to each of the Constituent Corporations will be vested in
the Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest will be thereafter as effectually
be the property of the Surviving Corporation as they were of the respective
Constituent Corporations, and the title to any real estate vested by deed or
otherwise, in either of the Constituent Corporations, will not revert or be in
any way impaired; but all rights of creditors and all liens upon any property of
either of the Constituent Corporations will be preserved unimpaired, and all
debts, liabilities and duties of the respective Constituent Corporations will
thereafter attach to the Surviving Corporation, and may be enforced against it
to the same extent as if such debts and liabilities had been incurred or
contracted by it.

                  ARTICLE 3. EFFECT OF MERGER ON CAPITAL STOCK

      3.1 EFFECT ON CAPITAL STOCK.

      As of the Effective Time, by virtue of the Merger and without any action
on the part of any holder of shares of HSG Common Stock or of shares of the
capital stock of Sub:

            (A) CAPITAL STOCK OF SUB. Each issued and outstanding share of the
capital stock of Sub will be converted into the right to receive one fully paid
and non-assessable share of the capital stock of the Surviving Corporation.

            (B) CANCELLATION OF TREASURY STOCK. Shares of HSG Common Stock, if
any, that are held by HSG as treasury stock will be cancelled and retired and
will cease to exist, and no Merger Consideration will be delivered in exchange
therefor. Shares of Supreme Realty Investments, Inc. Common Stock, if any, owned
by HSG as of the Effective Time will remain unaffected by the Merger.

                                        3
<PAGE>

            (C) EXCHANGED SHARES; MERGER CONSIDERATION.

            (I) "EXCHANGED SHARES" means all shares of HSG Common Stock issued
      and outstanding immediately prior to the Effective Time other than shares
      of HSG Common Stock, if any, held by HSG as treasury stock.

            (II) The consideration payable in the Merger will consist of an
      aggregate of eight million (8,000,000) shares of Supreme Realty
      Investments, Inc. Common Stock, which shall be distributed among the HSG
      Shareholders in accordance with Schedule A hereto (the "STOCK MERGER
      CONSIDERATION").

            (III) "MERGER CONSIDERATION" means the Stock Merger Consideration.

            (D) EXCHANGE OF EXCHANGED SHARES FOR MERGER CONSIDERATION. As of the
      Effective Time, by virtue of the Merger, each issued and outstanding
      Exchanged Share will be converted into the right to receive the Merger
      Consideration, payable, to the Record Holders of Exchanged Shares at the
      Effective Time. As of the Effective Time, all shares of HSG Common Stock
      will no longer be outstanding and will automatically be cancelled and
      retired and will cease to exist, and each holder of a certificate
      representing any such shares will cease to have any rights with respect
      thereto, except the right to receive the Merger Consideration therefor,
      without interest, upon the surrender of such certificate in accordance
      with Section 3.2.

      3.2 EXCHANGE OF MERGER CONSIDERATION FOR EXCHANGED SHARES.

            (A) EXCHANGE. On the Closing Date, the holders of all of the HSG
Common Stock shall deliver to Supreme Realty Investments, Inc. certificates or
other documents evidencing all of the issued and outstanding HSG Common Stock,
duly endorsed in blank or with executed power attached thereto in transferable
form. In exchange for all of the HSG Common Stock tendered pursuant hereto,
Supreme Realty Investments, Inc. shall issue to HSG Shareholders the Stock
Merger Consideration.

            (B) NO FURTHER OWNERSHIP RIGHTS IN HSG COMMON STOCK. All shares of
Supreme Realty Investments, Inc. Common Stock issued upon the surrender for
exchange of shares of HSG Common Stock in accordance with the terms hereof will
be deemed to have been issued in full satisfaction of all rights pertaining to
such shares of HSG Common Stock, and there will be no further registration of
transfers of the shares of HSG Common Stock (other than shares held directly or
indirectly by Supreme Realty Investments, Inc.) after the Effective Time. If,
after the Effective Time, Certificates are presented to the Surviving
Corporation or its transfer agent for any reason, such Certificates will be
cancelled and exchanged as provided by this Article 3.

                ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF HSG

      HSG represents and warrants to Supreme Realty Investments, Inc. and to Sub
as follows, as of the date hereof and as of the Closing Date:

                                        4
<PAGE>

      4.1 ORGANIZATION.

      HSG is a corporation duly organized, validly existing and in good standing
under the laws of British Virgin Island and has the corporate power and is duly
authorized, qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, including qualification to do business as a foreign
entity in the country or states in which the character and location of the
assets owned by it or the nature of the business transacted by it requires
qualification. Included in the attached Schedules (as hereinafter defined) are
complete and correct copies of the articles of incorporation, bylaws and
amendments thereto as in effect on the date hereof. The execution and delivery
of this Agreement does not and the consummation of the transactions contemplated
by this Agreement in accordance with the terms hereof will not, violate any
provision of HSG's certificate of incorporation or bylaws. HSG has full power,
authority and legal right and has taken all action required by law, its articles
of incorporation, bylaws or otherwise to authorize the execution and delivery of
this Agreement.

      4.2 CAPITALIZATION.

      The authorized capitalization of HSG consists of 50,000 shares of common
stock, no par value and no preferred shares. As of the date hereof, there are
50,000 shares of common stock issued and outstanding. All issued and outstanding
common shares have been legally issued, fully paid, are nonassessable and not
issued in violation of the preemptive rights of any other person. HSG has no
other securities, warrants or options authorized or issued.

      4.3 SUBSIDIARIES.

      HSG owns 100% of Oceanic International (Hong Kong) Limited, a Hong Kong,
China corporation.

      4.4 TAX MATTERS; BOOKS & RECORDS

            (A) The books and records, financial and others, of HSG are in all
material respects complete and correct and have been maintained in accordance
with good business accounting practices; and

            (B) HSG has no liabilities with respect to the payment of any
country, federal, state, county, local or other taxes (including any
deficiencies, interest or penalties).

            (C) HSG shall remain responsible for all debts incurred prior to the
closing.

      4.5 INFORMATION.

      The information concerning HSG as set forth in this Agreement and in the
attached Schedules is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit to state a material
fact required to make the statements made, in light of the circumstances under
which they were made, not misleading.

                                        5
<PAGE>

      4.6 TITLE AND RELATED MATTERS.

      HSG has good and marketable title to and is the sole and exclusive owner
of all of its properties, inventory, interests in properties and assets, real
and personal (collectively, the "Assets") free and clear of all liens, pledges,
charges or encumbrances. Except as set forth in the Schedules attached hereto,
HSG owns free and clear of any liens, claims, encumbrances, royalty interests or
other restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with HSG's business. Except as set forth in
the attached Schedules, no third party has any right to, and HSG has not
received any notice of infringement of or conflict with asserted rights of
others with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or copyrights
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a materially adverse affect on the business,
operations, financial conditions or income of HSG or any material portion of its
properties, assets or rights.

      4.7 LITIGATION AND PROCEEDINGS

      There are no actions, suits or proceedings pending or threatened by or
against or affecting HSG, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse effect on the
business, operations, financial condition, income or business prospects of HSG.
HSG does not have any knowledge of any default on its part with respect to any
judgment, order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or instrumentality.

      4.8 CONTRACTS.

      On the Closing Date:

            (A) Except as set forth on Schedule, there are no material
contracts, agreements, franchises, license agreements, or other commitments to
which HSG is a party or by which it or any of its properties are bound;

            (B) HSG is not a party to any contract, agreement, commitment or
instrument or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree or award which materially and
adversely affects, or in the future may (as far as HSG can now foresee)
materially and adversely affect, the business, operations, properties, assets or
conditions of HSG; and

            (C) HSG is not a party to any material oral or written: (i) contract
for the employment of any officer or employee; (ii) profit sharing, bonus,
deferred compensation, stock option, severance pay, pension, benefit or
retirement plan, agreement or arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended; (iii) agreement, contract or
indenture relating to the borrowing of money; (iv) guaranty of any obligation
for the borrowing of money or otherwise, excluding endorsements made for
collection and other guaranties of obligations, which, in the aggregate exceeds
$1,000; (v) consulting or other contract with an unexpired term of more than one
year or providing for payments in excess of $10,000 in the aggregate; (vi)
collective bargaining agreement; or (vii) contract, agreement, or other
commitment involving payments by it for more than $10,000 in the aggregate.

                                        6
<PAGE>

      4.9 NO CONFLICT WITH OTHER INSTRUMENTS.

      The execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to
which HSG is a party or to which any of its properties or operations are
subject.

      4.10 MATERIAL CONTRACT DEFAULTS.

      To the best of HSG's knowledge and belief, it is not in default in any
material respect under the terms of any outstanding contract, agreement, lease
or other commitment which is material to the business, operations, properties,
assets or condition of HSG, and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which HSG has not taken adequate steps to prevent such a default from
occurring.

      4.11 GOVERNMENTAL AUTHORIZATIONS.

      To the best of HSG's knowledge, HSG has all licenses, franchises, permits
and other governmental authorizations that are legally required to enable it to
conduct its business operations in all material respects as conducted on the
date hereof. Except for compliance with federal and state securities or
corporation laws, no authorization, approval, consent or order of, or
registration, declaration or filing with, any court or other governmental body
is required in connection with the execution and delivery by HSG of the
transactions contemplated hereby.

      4.12 COMPLIANCE WITH LAWS AND REGULATIONS.

      To the best of HSG's knowledge and belief, HSG has complied with all
applicable statutes and regulations of any federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely affect the business, operations, properties, assets or
condition of HSG or would not result in HSG's incurring any material liability.

      4.13 INSURANCE.

      All of the insurable properties of HSG are insured for HSG's benefit under
valid and enforceable policy or policies containing substantially equivalent
coverage and will be outstanding and in full force at the Closing Date.

      4.14 APPROVAL OF AGREEMENT.

      The directors of HSG have authorized the execution and delivery of the
Agreement and have approved the transactions contemplated hereby.

      4.15 MATERIAL TRANSACTIONS OR AFFILIATIONS.

      As of the Closing Date, there will exist no material contract, agreement
or arrangement between HSG and any person who was at the time of such contract,
agreement or arrangement an officer, director or person owning of record, or
known by HSG to own beneficially, ten percent (10%) or more of the issued and
outstanding Common Shares of HSG and which is to be performed in whole or in
part after the date hereof. HSG has no commitment, whether written or oral, to
lend any funds to, borrow any money from or enter into any other material
transactions with, any such affiliated person.

                                        7
<PAGE>

  ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF SUPREME REALTY INVESTMENTS, INC.

      Supreme Realty Investments, Inc. represents and warrants to HSG, as of the
date hereof and as of the Closing Date, as follows:

      5.1 ORGANIZATION.

      Supreme Realty Investments, Inc. is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to do business as
a foreign corporation in the jurisdiction in which the character and location of
the assets owned by it or the nature of the business transacted by it requires
qualification. The execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in accordance
with the terms hereof will not violate any provision of Supreme Realty
Investments, Inc.'s articles of incorporation or bylaws. Supreme Realty
Investments, Inc. has full power, authority and legal right and has taken all
action required by law, its articles of incorporation, its bylaws or otherwise
to authorize the execution and delivery of this Agreement.

      5.2 CAPITALIZATION.

      The authorized capitalization of Supreme Realty Investments, Inc. consists
of 200,000,000 shares of common stock, $0.001 par value per share. As of the
date hereof, Supreme Realty Investments, Inc. has approximately 6,754,000 shares
of common stock issued and outstanding. All issued and outstanding shares are
legally issued, fully paid and nonassessable and are not issued in violation of
the preemptive or other rights of any person.

      5.3 SUBSIDIARIES.

      Supreme Realty Investments, Inc. has no subsidiaries other than Sub.

      5.4 TAX MATTERS: BOOKS AND RECORDS.

            (A) The books and records, financial and others, of Supreme Realty
Investments, Inc. are in all material respects complete and correct and have
been maintained in accordance with good business accounting practices; and

            (B) Supreme Realty Investments, Inc. has no liabilities with respect
to the payment of any country, federal, state, county, or local taxes (including
any deficiencies, interest or penalties).

            (C) Supreme Realty Investments, Inc. shall remain responsible for
all debts incurred by Supreme Realty Investments, Inc. prior to the date of
closing.

      5.5 LITIGATION AND PROCEEDINGS.

      There are no actions, suits, proceedings or investigations pending or
threatened by or against or affecting Supreme Realty Investments, Inc. or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign or before any arbitrator of any kind
that would have a material adverse affect on the business, operations, financial
condition or income of Supreme Realty Investments, Inc. Supreme Realty
Investments, Inc. is not in default with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court, arbitrator or
governmental agency or instrumentality or of any circumstances which, after
reasonable investigation, would result in the discovery of such a default.

                                        8
<PAGE>

      5.6 MATERIAL CONTRACT DEFAULTS.

      Supreme Realty Investments, Inc. is not in default in any material respect
under the terms of any outstanding contract, agreement, lease or other
commitment which is material to the business, operations, properties, assets or
condition of Supreme Realty Investments, Inc., and there is no event of default
in any material respect under any such contract, agreement, lease or other
commitment in respect of which Supreme Realty Investments, Inc. has not taken
adequate steps to prevent such a default from occurring.

      5.7 INFORMATION.

      The information concerning Supreme Realty Investments, Inc. as set forth
in this Agreement and in the attached Schedules is complete and accurate in all
material respects and does not contain any untrue statement of a material fact
or omit to state a material fact required to make the statements made in light
of the circumstances under which they were made, not misleading.

      5.8 TITLE AND RELATED MATTERS.

      Supreme Realty Investments, Inc. has good and marketable title to and is
the sole and exclusive owner of all of its properties, inventory, interest in
properties and assets, real and personal (collectively, the "Assets") free and
clear of all liens, pledges, charges or encumbrances. Supreme Realty
Investments, Inc. owns free and clear of any liens, claims, encumbrances,
royalty interests or other restrictions or limitations of any nature whatsoever
and all procedures, techniques, marketing plans, business plans, methods of
management or other information utilized in connection with Supreme Realty
Investments, Inc.'s business. No third party has any right to, and Supreme
Realty Investments, Inc. has not received any notice of infringement of or
conflict with asserted rights of other with respect to any product, technology,
data, trade secrets, know-how, proprietary techniques, trademarks, service
marks, trade names or copyrights which, singly on in the aggregate, if the
subject of an unfavorable decision ruling or finding, would have a materially
adverse affect on the business, operations, financial conditions or income of
Supreme Realty Investments, Inc. or any material portion of its properties,
assets or rights.

      5.9 CONTRACTS.

      On the Closing Date:

            (A) There are no material contracts, agreements franchises, license
agreements, or other commitments to which Supreme Realty Investments, Inc. is a
party or by which it or any of its properties are bound;

                                        9
<PAGE>

            (B) Supreme Realty Investments, Inc. is not a party to any contract,
agreement, commitment or instrument or subject to any charter or other corporate
restriction or any judgment, order, writ, injunction, decree or award materially
and adversely affects, or in the future may (as far as Supreme Realty
Investments, Inc. can now foresee) materially and adversely affect, the
business, operations, properties, assets or conditions of Supreme Realty
Investments, Inc.; and

            (C) Supreme Realty Investments, Inc. is not a party to any material
oral or written: (i) contract for the employment of any officer or employee;
(ii) profit sharing, bonus, deferred compensation, stock option, severance pay,
pension benefit or retirement plan, agreement or arrangement covered by Title IV
of the Employee Retirement Income Security Act, as amended; (iii) agreement,
contract or indenture relating to the borrowing of money; (iv) guaranty of any
obligation for the borrowing of money or otherwise, excluding endorsements made
for collection and other guaranties, of obligations, which, in the aggregate
exceeds $1,000; (v) consulting or other contract with an unexpired term of more
than one year or providing for payments in excess of $10,000 in the aggregate;
(vi) collective bargaining agreement; (vii) contract, agreement or other
commitment involving payments by it for more than $10,000 in the aggregate.

      5.10 COMPLIANCE WITH LAWS AND REGULATIONS.

      To the best of Supreme Realty Investments, Inc.'s knowledge and belief,
Supreme Realty Investments, Inc. has complied with all applicable statutes and
regulations of any federal, state or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or condition of
Supreme Realty Investments, Inc. or would not result in Supreme Realty
Investments, Inc. incurring material liability.

      5.11 INSURANCE.

      Supreme Realty Investments, Inc. maintains no insurance policies.

      5.12 APPROVAL OF AGREEMENT.

      The directors of Supreme Realty Investments, Inc. have authorized the
execution and delivery of the Agreement by and have approved the transactions
contemplated hereby.

      5.13 MATERIAL TRANSACTIONS OR AFFILIATIONS.

      There are no material contracts or agreements of arrangement between
Supreme Realty Investments, Inc. and any person, who was at the time of such
contract, agreement or arrangement an officer, director or person owning of
record, or known to beneficially own ten percent (10%) or more of the issued and
outstanding Common Shares of Supreme Realty Investments, Inc. and which is to be
performed in whole or in part after the date hereof. Except as disclosed in the
attached Schedule, Supreme Realty Investments, Inc. has no commitment, whether
written or oral, to lend any funds to, borrow any money from or enter into
material transactions with any such affiliated person.

                                       10
<PAGE>

      5.14 NO CONFLICT WITH OTHER INSTRUMENTS.

      The execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to
which Supreme Realty Investments, Inc. is a party or to which any of its
properties or operations are subject.

      5.15 GOVERNMENTAL AUTHORIZATIONS.

      Supreme Realty Investments, Inc. has all licenses, franchises, permits or
other governmental authorizations legally required to enable it to conduct its
business in all material respects as conducted on the date hereof. Except for
compliance with federal and state securities and corporation laws, as
hereinafter provided, no authorization, approval, consent or order of, or
registration, declaration or filing with, any court or other governmental body
is required in connection with the execution and delivery by Supreme Realty
Investments, Inc. of this Agreement and the consummation of the transactions
contemplated hereby.

                          ARTICLE 6. SPECIAL COVENANTS

      6.1 ACCESS TO PROPERTIES AND RECORDS.

      Prior to closing, Supreme Realty Investments, Inc. and HSG will each
afford to the officers and authorized representatives of the other full access
to the properties, books and records of each other, in order that each may have
full opportunity to make such reasonable investigation as it shall desire to
make of the affairs of the other and each will furnish the other with such
additional financial and operating data and other information as to the business
and properties of each other, as the other shall from time to time reasonably
request.

      6.2 AVAILABILITY OF RULE 144.

      Supreme Realty Investments, Inc. and HSG Shareholders holding "restricted
securities, " as that term is defined in Rule 144 promulgated pursuant to the
Securities Act will remain as "restricted securities". Supreme Realty
Investments, Inc. is under no obligation to register such shares under the
Securities Act, or otherwise. The stockholders of Supreme Realty Investments,
Inc. and HSG holding restricted securities of Supreme Realty Investments, Inc.
and HSG as of the date of this Agreement and their respective heirs,
administrators, personal representatives, successors and assigns, are intended
third party beneficiaries of the provisions set forth herein. The covenants set
forth in this Section 6.2 shall survive the Closing and the consummation of the
transactions herein contemplated.

      6.3 THE STOCK MERGER CONSIDERATION.

      The consummation of this Agreement, including the issuance of the Supreme
Realty Investments, Inc. Common Shares to the HSG Shareholders as contemplated
hereby, constitutes the offer and sale of securities under the Securities Act,
and applicable state statutes. Such transaction shall be consummated in reliance
on exemptions from the registration and prospectus delivery requirements of such
statutes that depend, inter alia, upon the circumstances under which the HSG
Shareholders acquire such securities.

                                       11
<PAGE>

      6.4 THIRD PARTY CONSENTS.

      Supreme Realty Investments, Inc. and HSG agree to cooperate with each
other in order to obtain any required third party consents to this Agreement and
the transactions herein contemplated.

      6.5 ACTIONS PRIOR AND SUBSEQUENT TO CLOSING.

            (A) From and after the date of this Agreement until the Closing
      Date, except as permitted or contemplated by this Agreement, Supreme
      Realty Investments, Inc. and HSG will each use its best efforts to:

            (I) maintain and keep its properties in states of good repair and
      condition as at present, except for depreciation due to ordinary wear and
      tear and damage due to casualty;

            (II) maintain in full force and effect insurance comparable in
      amount and in scope of coverage to that now maintained by it; and

            (III) perform in all material respects all of its obligations under
      material contracts, leases and instruments relating to or affecting its
      assets, properties and business.

            (B) From and after the date of this Agreement until the Closing
      Date, Supreme Realty Investments, Inc. will not, without the prior consent
      of HSG:

            (I) except as otherwise specifically set forth herein, make any
      change in its articles of incorporation or bylaws;

            (II) declare or pay any dividend on its outstanding Common Shares,
      except as may otherwise be required by law, or effect any stock split or
      otherwise change its capitalization, except as provided herein;

            (III) enter into or amend any employment, severance or agreements or
      arrangements with any directors or officers;

            (IV) grant, confer or award any options, warrants, conversion rights
      or other rights not existing on the date hereof to acquire any Common
      Shares; or

            (V) purchase or redeem any Common Shares.

                                       12
<PAGE>

      6.6 INDEMNIFICATION.

            (A) Supreme Realty Investments, Inc. hereby agrees to indemnify HSG,
each of the officers, agents and directors and current shareholders of HSG as of
the Closing Date against any loss, liability, claim, damage or expense
(including, but not limited to, any and all expense whatsoever reasonably
incurred in investigating, preparing or defending against any litigation,
commenced or threatened or any claim whatsoever), to which it or they may become
subject to or rising out of or based on any inaccuracy appearing in or
misrepresentation made in this Agreement. The indemnification provided for in
this paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement; and

            (B) HSG hereby agrees to indemnify Supreme Realty Investments, Inc.,
each of the officers, agents, directors and current shareholders of Supreme
Realty Investments, Inc. as of the Closing Date against any loss, liability,
claim, damage or expense (including, but not limited to, any and all expense
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened or any claim whatsoever), to which it or
they may become subject arising out of or based on any inaccuracy appearing in
or misrepresentation made in this Agreement. The indemnification provided for in
this paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.

      6.7 HSG SHAREHOLDER REPRESENTATIONS. Each of the HSG Shareholders
represents and warrants as follows:

            (A) as of the date of this Agreement each of the HSG Shareholders
was, and at the Closing Date it is, an "accredited investor" as defined in Rule
501(a) under the Securities Act. Such HSG Shareholder has not been formed solely
for the purpose of acquiring the SRLT Common Stock. Each HSG Shareholder is not
a registered broker-dealer under Section 15 of the Exchange Act.

            (B) each of the HSG Shareholders are knowledgeable and experienced
in finance and business matters and thus they are able to evaluate the risks and
merits of acquiring the shares of Common Stock of Supreme Realty Investments,
Inc.;

            (C) each of the HSG Shareholders are able to bear the economic risk
of purchasing the Supreme Realty Investments, Inc. common stock;

            (D) Supreme Realty Investments, Inc. has provided the HSG
Shareholders with access to the type of information normally provided in a
prospectus;

            (E) Supreme Realty Investments, Inc. did not use any form of public
solicitation or general advertising in connection with the issuance of the
shares;

            (F) as to the following HSG Shareholders (Yimin Zhang, Weiyi Lv,
Xiaochun Wang, Zhongsheng Bao, Simple (Hongkong) Investment & Management Company
Limited, First Capital Limited and Shenzhen Dingyi Investment & Consulting
Limited, collectively the "Offshore HSG Shareholders") the offer of such
securities was not made to a person in the United States and either (A) at the
time the buy order was originated, each of the Offshore HSG Shareholders was
outside the United States (in China), or Supreme Realty Investments, Inc. and
any person acting on its behalf reasonably believed that each Offshore HSG
Shareholders was outside the United States, or (B) the transaction was not
executed on or through the facilities of the Over the Counter Bulletin Board and
neither Supreme Realty Investments, Inc. nor any person acting on its behalf
knows that the transaction has been prearranged with a person in the United
States;

            (G) the transactions contemplated hereby are bona fide and not for
the purpose of "washing off' the resale restrictions imposed because the
securities are "restricted securities" (as that term is defined in Rule
144(a)(3) under the 1933 Act);

                                       13
<PAGE>

            (H) each of the HSG Shareholders understands and acknowledges that
none of the SRLT Common Stock has been registered under the Securities Act. Each
HSG Shareholder is acquiring the SRLT Common Stock as principal for its own
account and not with a view to or for distributing or reselling such securities
or any part thereof, without prejudice, however, to such HSG Shareholder's
right, subject to the provisions of this Agreement, at all times to sell or
otherwise dispose of all or any part of such securities pursuant to an effective
registration statement under the Securities Act or under an exemption from such
registration and in compliance with applicable federal and state securities
laws. Nothing contained herein shall be deemed a representation or warranty by
such HSG Shareholder to hold the securities for any period of time. Such HSG
Shareholder is acquiring the SRLT Common Stock hereunder in the ordinary course
of its business. Such HSG Shareholders does not have any agreement or
understanding, directly or indirectly, with any Person to distribute any of the
SRLT Common Stock.


               ARTICLE 7. CONDITIONS PRECEDENT TO THE OBLIGATIONS
                   OF SUPREME REALTY INVESTMENTS, INC. AND SUB

      The obligations of Supreme Realty Investments, Inc. and Sub under this
Agreement are subject to the satisfaction, at or before the Closing Date, of the
following conditions:

      7.1 ACCURACY OF REPRESENTATIONS.

      The representations and warranties made by HSG in this Agreement were true
when made and shall be true at the Closing Date with the same force and effect
as if such representations and warranties were made at the Closing Date (except
for changes therein permitted by this Agreement), and HSG shall have performed
or compiled with all covenants and conditions required by this Agreement to be
performed or complied with by HSG prior to or at the Closing HSG shall be
furnished with a certificate, signed by a duly authorized officer of HSG and
dated the Closing Date, to the foregoing effect.

      7.2 DIRECTOR APPROVAL.

      The Board of Directors of Supreme Realty Investments, Inc. shall have
approved this Agreement and the transactions contemplated herein.

      7.3 OFFICER'S CERTIFICATE.

      Supreme Realty Investments, Inc. shall have been furnished with a
certificate dated the Closing Date and signed by a duly authorized officer of
HSG to the effect that: (a) the representations and warranties of HSG set forth
in the Agreement and in all exhibits, schedules and other documents furnished in
connection herewith are in all material respects true and correct as if made on
the Effective Date; (b) HSG has performed all covenants, satisfied all
conditions, and complied with all other terms and provisions of this Agreement
to be performed, satisfied or complied with by it as of the Effective Date; (c)
since such date and other than as previously disclosed to Supreme Realty
Investments, Inc., HSG has not entered into any material transaction other than
transactions which are usual and in the ordinary course if its business; and (d)
no litigation, proceeding, investigation or inquiry is pending or, to the best
knowledge of HSG, threatened, which might result in an action to enjoin or
prevent the consummation of the transactions contemplated by this Agreement or,
to the extent not disclosed in the HSG Schedules, by or against HSG which might
result in any material adverse change in any of the assets, properties, business
or operations of HSG.

                                       14
<PAGE>

      7.4 NO MATERIAL ADVERSE CHANGE.

      Prior to the Closing Date, there shall not have occurred any material
adverse change in the financial condition, business or operations of nor shall
any event have occurred which, with the lapse of time or the giving of notice,
may cause or create any material adverse change in the financial condition,
business or operations of HSG.

      7.5 OTHER ITEMS.

      Supreme Realty Investments, Inc. shall have received such further
documents, certificates or instruments relating to the transactions contemplated
hereby as Supreme Realty Investments, Inc. may reasonably request.

               ARTICLE 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS
                         OF HSG AND THE HSG SHAREHOLDERS

      The obligations of HSG and the HSG Shareholders under this Agreement are
subject to the satisfaction, at or before the Closing date (unless otherwise
indicated herein), of the following conditions:

      8.1 ACCURACY OF REPRESENTATIONS.

      The representations and warranties made by Supreme Realty Investments,
Inc. in this Agreement were true when made and shall be true as of the Closing
Date (except for changes therein permitted by this Agreement) with the same
force and effect as if such representations and warranties were made at and as
of the Closing Date, and Supreme Realty Investments, Inc. shall have performed
and complied with all covenants and conditions required by this Agreement to be
performed or complied with by Supreme Realty Investments, Inc. prior to or at
the Closing. HSG shall have been furnished with a certificate, signed by a duly
authorized executive officer of Supreme Realty Investments, Inc. and dated the
Closing Date, to the foregoing effect.

      8.2 DIRECTOR APPROVAL.

      The Board of Directors of HSG shall have approved this Agreement and the
transactions contemplated herein.

      8.3 NO MATERIAL ADVERSE CHANGE.

      Prior to the Closing Date, there shall not have occurred any material
adverse change in the financial condition, business or operations of nor shall
any event have occurred which, with the lapse of time or the giving of notice,
may cause or create any material adverse change in the financial condition,
business or operations of Supreme Realty Investments, Inc.

                                       15
<PAGE>

                             ARTICLE 9. TERMINATION

      9.1 TERMINATION RIGHTS.

            (A) This Agreement may be terminated by the board of directors or
      majority interest of Shareholders of either Supreme Realty Investments,
      Inc. or HSG, respectively, at any time prior to the Closing Date if:

            (I) there shall be any action or proceeding before any court or any
      governmental body which shall seek to restrain, prohibit or invalidate the
      transactions contemplated by this Agreement and which, in the judgment of
      such board of directors, made in good faith and based on the advice of its
      legal counsel, makes it inadvisable to proceed with the exchange
      contemplated by this Agreement; or

            (II) any of the transactions contemplated hereby are disapproved by
      any regulatory authority whose approval is required to consummate such
      transactions.

      In the event of termination pursuant to this paragraph (a), no obligation,
right, or liability shall arise hereunder and each party shall bear all of the
expenses incurred by it in connection with the negotiation, drafting and
execution of this Agreement and the transactions herein contemplated.

            (B) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of Supreme Realty Investments,
Inc. if HSG shall fail to comply in any material respect with any of its
covenants or agreements contained in this Agreement or if any of the
representations or warranties of HSG contained herein shall be inaccurate in any
material respect, which noncompliance or inaccuracy is not cured after 20 days
written notice thereof is given to HSG. If this Agreement is terminated pursuant
to this paragraph (b), this Agreement shall be of no further force or effect and
no obligation, right or liability shall arise hereunder.

            (C) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of HSG if Supreme Realty
Investments, Inc. shall fail to comply in any material respect with any of its
covenants or agreements contained in this Agreement or if any of the
representations or warranties of Supreme Realty Investments, Inc. contained
herein shall be inaccurate in any material respect, which noncompliance or
inaccuracy is not cured after 20 days written notice thereof is given to Supreme
Realty Investments, Inc. If this Agreement is terminated pursuant to this
paragraph (d), this Agreement shall be of no further force or effect and no
obligation, right or liability shall arise hereunder.

            (D) In the event of termination pursuant to paragraph (b) and (c)
hereof, the breaching party shall bear all of the expenses incurred by the other
party in connection with the negotiation, drafting and execution of this
Agreement and the transactions herein contemplated.

                                       16
<PAGE>

                            ARTICLE 10. MISCELLANEOUS

      10.1 BROKERS AND FINDERS.

      Each party hereto hereby represents and warrants that it is under no
obligation, express or implied, to pay certain finders in connection with the
bringing of the parties together in the negotiation, execution, or consummation
of this Agreement. The parties each agree to indemnify the other against any
claim by any third person for any commission, brokerage or finder's fee or other
payment with respect to this Agreement or the transactions contemplated hereby
based on any alleged agreement or understanding between the indemnifying party
and such third person, whether express or implied from the actions of the
indemnifying party.

      10.2 LAW, FORUM AND JURISDICTION.

      This Agreement shall be construed and interpreted in accordance with the
laws of the State of New York, United States of America, except for applicable
provisions of the Nevada General Corporation Law, which shall control to the
extent applicable.

      10.3 NOTICES.

      Any notices or other communications required or permitted hereunder shall
be sufficiently given if personally delivered to it or sent by registered mail
or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

      If to Supreme Realty Investments, Inc.: 10880 Wilshire Blvd Suite 2250,
Los Angeles, CA 90024

      If to HSG: No. 264-298 Qingshan Road, Nanfeng Center Suite 1905, Quanwan
Xingjie, Hong Kong

      or such other addresses as shall be furnished in writing by any party in
the manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed or
telegraphed.

      10.4 ATTORNEYS' FEES.

      In the event that any party institutes any action or suit to enforce this
Agreement or to secure relief from any default hereunder or breach hereof, the
breaching party or parties shall reimburse the non-breaching party or parties
for all costs, including reasonable attorneys' fees, incurred in connection
therewith and in enforcing or collecting any judgment rendered therein.

      10.5 CONFIDENTIALITY.

      Each party hereto agrees with the other party that, unless and until the
transactions contemplated by this Agreement have been consummated, they and
their representatives will hold in strict confidence all data and information
obtained with respect to another party or any subsidiary thereof from any
representative, officer, director or employee, or from any books or records or
from personal inspection, of such other party, and shall not use such data or
information or disclose the same to others, except: (i) to the extent such data
is a matter of public knowledge or is required by law to be published; and (ii)
to the extent that such data or information must be used or disclosed in order
to consummate the transactions contemplated by this Agreement.

                                       17
<PAGE>

      10.6 SCHEDULES; KNOWLEDGE.

      Each party is presumed to have full knowledge of all information set forth
in the other party's schedules delivered pursuant to this Agreement.

      10.7 THIRD PARTY BENEFICIARIES.

      This contract is solely among the parties hereto and except as
specifically provided, no director, officer, stockholder, employee, agent,
independent contractor or any other person or entity shall be deemed to be a
third party beneficiary of this Agreement.

      10.8 ENTIRE AGREEMENT.

      This Agreement represents the entire agreement between the parties
relating to the subject matter hereof. This Agreement alone fully and completely
expresses the agreement of the parties relating to the subject matter hereof.
There are no other courses of dealing, understanding, agreements,
representations or warranties, written or oral, except as set forth herein. This
Agreement may not be amended or modified, except by a written agreement signed
by all parties hereto.

      10.9 SURVIVAL; TERMINATION.

      The representations, warranties and covenants of the respective parties
shall survive the Closing Date and the consummation of the transactions herein
contemplated for 18 months.

      10.10 COUNTERPARTS.

      This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall be but a
single instrument.

      10.11 AMENDMENT OR WAIVER.

      Every right and remedy provided herein shall be cumulative with every
other right and remedy, whether conferred herein, at law, or in equity, and may
be enforced concurrently herewith, and no waiver by any party of the performance
of any obligation by the other shall be construed as a waiver of the same or any
other default then, theretofore, or thereafter occurring or existing. At any
time prior to the Closing Date, this Agreement may be amended by a by all
parties hereto, with respect to any of the terms contained herein, and any term
or condition of this Agreement may be waived or the time for performance hereof
may be extended by the party or parties for whose benefit the provision is
intended.

      10.12 EXPENSES.

      Each party herein shall bear all of their respective cost s and expenses
incurred in connection with the negotiation of this Agreement and in the
consummation of the transactions provided for herein and the preparation
thereof.

                                       18
<PAGE>

      10.13 HEADINGS; CONTEXT.

      The headings of the sections and paragraphs contained in this Agreement
are for convenience of reference only and do not form a part hereof and in no
way modify, interpret or construe the meaning of this Agreement.

      10.14 BENEFIT.

      This Agreement shall be binding upon and shall inure only to the benefit
of the parties hereto, and their permitted assigns hereunder. This Agreement
shall not be assigned by any party without the prior written consent of the
other party.

      10.15 PUBLIC ANNOUNCEMENTS.

      Except as may be required by law, neither party shall make any public
announcement or filing with respect to the transactions provided for herein
without the prior consent of the other party hereto.

      10.16 SEVERABILITY.

      In the event that any particular provision or provisions of this Agreement
or the other agreements contained herein shall for any reason hereafter be
determined to be unenforceable, or in violation of any law, governmental order
or regulation, such unenforceability or violation shall not affect the remaining
provisions of such agreements, which shall continue in full force and effect and
be binding upon the respective parties hereto.

      10.17 FAILURE OF CONDITIONS; TERMINATION.

      In the event of any of the conditions specified in this Agreement shall
not be fulfilled on or before the Closing Date, either of the parties have the
right either to proceed or, upon prompt written notice to the other, to
terminate and rescind this Agreement. In such event, the party that has failed
to fulfill the conditions specified in this Agreement will liable for the other
parties legal fees. The election to proceed shall not affect the right of such
electing party reasonably to require the other party to continue to use its
efforts to fulfill the unmet conditions.

      10.18 NO STRICT CONSTRUCTION.

      The language of this Agreement shall be construed as a whole, according to
its fair meaning and intendment, and not strictly for or against either party
hereto, regardless of who drafted or was principally responsible for drafting
the Agreement or terms or conditions hereof.

      10.19 EXECUTION KNOWING AND VOLUNTARY.

      In executing this Agreement, the parties severally acknowledge and
represent that each: (a) has fully and carefully read and considered this
Agreement; (b) has been or has had the opportunity to be fully apprized by its
attorneys of the legal effect and meaning of this document and all terms and
conditions hereof; (c) is executing this Agreement voluntarily, free from any
influence, coercion or duress of any kind.

      10.20 AMENDMENT.

      At any time after the Closing Date, this Agreement may be amended by both
parties, with respect to any of the terms contained herein, and any term or
condition of this Agreement may be waived or the time for performance hereof may
be extended by the party or parties for whose benefit the provision is intended.


                            [Signature page follows]

                                       19
<PAGE>

      IN WITNESS WHEREOF, Supreme Realty Investments, Inc., Sub and HSG, each
pursuant to the approval and authority duly given, as well as the HSG
Shareholders, have caused this Agreement and Plan of Merger to be executed as of
the date first above written.

                             SUPREME REALTY INVESTMENTS, INC.

                             By:
                                   ------------------------------------------
                                   Zujun Xu
                                   Its Chairman of the Board and Chief
                                   Executive Officer


                             XY ACQUISITION CORPORATION

                             By:
                                   ------------------------------------------
                                   Zujun Xu
                                   Its Chairman of the Board and Chief
                                   Executive Officer


                             HOME SYSTEM GROUP, INC.

                             By:
                                   ------------------------------------------

                                   Its

                                HSG SHAREHOLDERS


                                   ------------------------------------------
                                   YE BO QUAN
                                   ------------------------------------------
                                   ------------------------------------------
                                   ------------------------------------------
                                   LI SHU BO
                                   ------------------------------------------
                                   ------------------------------------------
                                   ------------------------------------------
                                   HUANG JIAN WEI
                                   ------------------------------------------
                                   ------------------------------------------
                                   ------------------------------------------
                                   CHEUNG KIN WAI

                                   ------------------------------------------
                                   LI WEI QIU

                                       20
<PAGE>

                                   SIMPLE (HONG KONG) INVESTMENT & MANAGEMENT
                                   COMPANY LIMITED

                             By:   __________________________________________
                             Name:
                             Title:



                                   FIRST CAPITAL LIMITED

                             By:   __________________________________________
                             Name:
                             Title:

                                   SHENZHEN DINGYI INVESTMENT COMPANY LIMITED

                             By:   __________________________________________
                             Name:
                             Title:

                                   CHINA US BRIDGE CAPITAL LIMITED

                             By:   __________________________________________
                             Name:
                             Title:

                                   VALUE GLOBAL INTERNATIONAL LIMITED

                             By:   __________________________________________
                             Name:
                             Title:


                                       21
<PAGE>

                                   SCHEDULE A

                                HSG SHAREHOLDERS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                   HSG COMMON STOCK                                        SHARES OF SUPREME REALTY
NAME OF HSG SHAREHOLDER               OWNERSHIP %           SHARES OF HSG               INVESTMENTS, INC. COMMON STOCK
----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>                                 <C>
Cheung Kin Wai                            20%                  10,000                              1,600,000

Li Wei Qiu                                26%                  13,000                              2,080,000

Ye Bo Quan                               6.5%                   3,250                                520,000

Li Shu Bo                                  6%                   3,000                                480,000

Huang Jian Wei                           6.5%                   3,250                                520,000
----------------------------------------------------------------------------------------------------------------------
Value Global International                 6%                   3,000                                480,000
Limited
----------------------------------------------------------------------------------------------------------------------
Simple (Hong Kong) Investment &            4%                   2,000                                320,000
Management Company Limited
----------------------------------------------------------------------------------------------------------------------
First Capital Limited                      8%                   4,000                                640,000
----------------------------------------------------------------------------------------------------------------------
Shenzhen Dingyi Investment                 7%                   3,500                                560,000
Company Limited
----------------------------------------------------------------------------------------------------------------------
China US Bridge Capital Limited           10%                   5,000                                800,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       22
                                      
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