Termination and Restructuring Agreement Sample Contracts

Contract
Termination and Restructuring Agreement • December 6th, 2010 • China Energy CORP • Bituminous coal & lignite mining • Nevada

TERMINATION AND RESTRUCTURING AGREEMENT, dated as of November 30, 2010, among the registered shareholders of INNER MONGOLIA TEHONG COAL AND POWER GROUP CO., LTD set forth on the signature pages hereto (the “Coal Group Shareholders”), the registered shareholders of INNER MONGOLIA ZHUNGER HEAT POWER CO., LTD set forth on the signature pages hereto (the “Heat Power Shareholders”, and together with the Coal Group Shareholders, the “PRC Shareholders”), CHINA ENERGY CORPORATION, a Nevada corporation (“CEC”), BEIJING TEHONG ENERGY TECHNOLOGY CONSULTING CO., LTD, a corporation organized under the laws of the People’s Republic of China (“PRC”) and an indirect, wholly-owned subsidiary of CEC (“CEC China”), INNER MONGOLIA TEHONG COAL AND POWER GROUP CO., LTD., a corporation organized under the laws of the People’s Republic of China (“Coal Group”), and INNER MONGOLIA HEAT POWER CO., LTD, a corporation organized under the laws of the People’s Republic of China (“Heat Power”, and together with Coal

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