Unassociated Document


    EXECUTION
COPY

    


    


    TERMINATION AND TRANSFER AGREEMENT,
dated as of November 30. 2010, among GEORGIA PACIFIC INVESTMENTS INC., a
corporation organized under the laws of Belize (“GPI”), WENXIANG DING
(“Ding”),
YANHUA LI (“Li”, and collectively
with Ding, the “Ding
Family”), FORTUNE PLACE HOLDINGS LIMITED, a corporation organized under
the laws of the British Virgin Islands (“Fortune Place”) and
NINGHUA XU (“Owner”).

    


    WITNESSETH:

    


    WHEREAS, pursuant to a Share Trust
Agreement dated September 10, 2007 (the “Trust Agreement”)
between GPI and the Ding Family, the Ding Family transferred to GPI 20,589,107
shares (the “Subject
Shares”) of common stock, $0.001 par value, of China Energy Corporation,
a Nevada corporation (“CEC”) to be held in
trust by GPI pursuant to the instructions set forth in the Trust Agreement (the
“GPI
Trust”);

    


    WHEREAS, GPI and the Ding Family wish
to terminate the Trust Agreement;

    


    WHEREAS,
the Ding Family wishes to instruct GPI to transfer all the Subject Shares from
the GPI trust to Fortune Place; and

    


    WHEREAS,
the parties hereto understand that, contemporaneously with the Fortune Place
Transfer, Ninghua Xu shall enter into a Share Transfer Agreement and Entrustment
Agreement with Wenxiang Ding in the forms attached hereto as Exhibits A and B,
respectively.

    


    NOW, THEREFORE, in consideration of the
premises and mutual agreements and covenants hereinafter set forth, the parties
hereto agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
2

     

     

    


    ARTICLE
I

    


    TERMINATION
OF TRUST AGREMENT; TRANSFER OF SHARES

    


    SECTION
1.01.  Termination of
Trust.  The parties hereto agree that, effective the date
hereof, the Trust Agreement and all the covenants and agreements set forth
therein are hereby terminated, are null and void, and are of no further force
and effect.

    


    SECTION
1.02. Transfers of
Subject Shares.  The Ding Family hereby instructs GPI to
transfer the Subject Shares to the Fortune Place.  The Ding Family
further instructs GPI to execute all the necessary stock transfer powers and
other ancillary documentation to effect such transfers as of the date hereof or
as soon as practicable thereafter.

    


    SECTION
1.03. Stock
Legend.  Each of the share certificates delivered to any
transferee hereunder will bear a restrictive legend indicating that the Subject
Shares represented thereby are “restricted securities” as defined in the rules
promulgated under the Securities Act of 1933, as amended.

    


    SECTION
1.04. Share Transfer
Agreement and Entrustment.  Owner agrees to enter into the
Share Transfer Agreement and Entrustment Agreement effective as of the date of
receipt by Fortune Place of its portion of the Subject Shares.

    


    SECTION
1.05. Fortune Place
Representation.  Fortune Place represents to CEC and the Ding
Family that it is not acquiring beneficial ownership of the Subject Shares with
a view to, or for offer or sale in connection with, any distribution thereof in
violation of the Securities Act of 1933, as amended, or any state securities
laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3

     

     ARTICLE
II

    


    GENERAL
PROVISIONS

    


    SECTION
2.01.  Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and thereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties hereto with respect to the subject matter hereof and
thereof.

    


    SECTION
2.02.  No
Third Party Beneficiaries.  This Agreement shall be binding and
inure solely to the benefit of the parties hereto and their permitted assigns
and nothing herein, express or implied, is intended to or shall confer upon any
other person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever.

    


    SECTION
2.03.  Headings.  The
descriptive headings contained in this Agreement are for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.

    


    SECTION
2.04. Amendment or
Waiver; Assignment.   This Agreement may not be amended or
modified, nor more any provision thereof be waived, except by an instrument in
writing signed by all the parties hereto.  This Agreement may not be
assigned by operation of law or otherwise without the written consent of all the
parties hereto.

    


    SECTION
2.05. Governing
Law.  This Agreement shall be governed by the laws of New
York.  All actions or proceedings arising out of or relating to this
Agreement shall be heard and determined in any state or federal court sitting in
the Borough of Manhattan, the City of New York.

    


    SECTION
2.06.  Specific
Performance.  The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or
equity.

    


    SECTION
2.07.  Counterparts.  This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

    


    SECTION
2.08.  Severability. If any
term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any law, regulation or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any
party.  Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4


     

     

    SECTION
2.09.  Costs
and Expenses.  Each party shall bear their own costs and
expenses with respect to this Agreement.

    


    *        *        *

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5

     

     

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first written above.

    


    
      	
            	
               

            


    

     

    
    

     

    
      	
              GEORGIA
      PACIFIC INVESTMENTS, INC.

            	 	
              FORTUNE
      PLACE HOLDINGS LIMITED

            
	 	 	 	 	 
	 	 	 	 	 
	By: 	/s/ Yi
Ding	 	By: 	/s/ Wenxiang
      Ding
	 	Name: Yi
    Ding	 	 	Name: Wenxiang
      Ding
	 	Title: Director	 	 	Title: Director
	 	 	 	 	 
	 	 	 	 	 
	 	/s/ Wenxiang
      Ding	 	 	/s/ Yanhua
    Li
	 	Wenxiang
      Ding       	 	 	Yanhua
  Li
	 	 	 	 	 
	 	 	 	 	 
	 	/s/ Ninghua
    Xu	 	 	 
	 	Ninghua Xu	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

                                                                                      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

           

    6

    
 

    


    EXHIBIT
A

    


    SHARE
TRANSFER AGREEMENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7

     

     

     

    EXHIBIT
B

    


    ENTRUSTMENT
AGREEMENT