0001023175-06-000363 Sample Contracts

NOTES PURCHASE AGREEMENT by and between CHINA SHEN ZHOU MINING & RESOURCES, INC. as the Company and CITADEL EQUITY FUND LTD. as the Purchaser

Notes Purchase Agreement • December 29th, 2006 • China Shen Zhou Mining & Resources, Inc. • Blank checks • New York

• Contract Type
  Notes Purchase Agreement
• Filed
  December 29th, 2006
• Company
  China Shen Zhou Mining & Resources, Inc.
• Industry
  Blank checks
• Jurisdiction
  New York

This Notes Purchase Agreement (this “Agreement”) is dated as of December 21, 2006, by and between China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the “Company”) and Citadel Equity Fund Ltd. (the “Purchaser”).

CHINA SHEN ZHOU MINING & RESOURCES, INC. INDENTURE Dated as of December 27, 2006 THE BANK OF NEW YORK, a New York banking corporation as Trustee

Indenture • December 29th, 2006 • China Shen Zhou Mining & Resources, Inc. • Blank checks • New York

• Contract Type
  Indenture
• Filed
  December 29th, 2006
• Company
  China Shen Zhou Mining & Resources, Inc.
• Industry
  Blank checks
• Jurisdiction
  New York

VOTING AGREEMENT

Voting Agreement • December 29th, 2006 • China Shen Zhou Mining & Resources, Inc. • Blank checks • Nevada

• Contract Type
  Voting Agreement
• Filed
  December 29th, 2006
• Company
  China Shen Zhou Mining & Resources, Inc.
• Industry
  Blank checks
• Jurisdiction
  Nevada

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 27, 2006 by and among (1) China Shen Zhou Mining & Resources, Inc., a Nevada corporation (the “Company”), (2) Ms. Yu Xiao Jing (PRC ID No. 620402195701131322) and Mr. Xu Xue Ming (PRC ID No. 152826196107120416), each being individuals resident in the People’s Republic of China (each a “Shareholder” and together the “Shareholders”) and (3) Citadel Equity Fund Ltd. (“Citadel”).