Unassociated Document


    EXECUTION
COPY

     

    TERMINATION AGREEMENT, dated as of
November 30, 2010 (this “Agreement”), among
CHINA ENERGY CORPORATION, a Nevada corporation (“CEC”) and the
successor corporation to Pacific Projects, Inc., formerly a wholly-owned
subsidiary of China Energy Corporation that merged with and into the Company on
November 29, 2010 (“PPI”), GEORGIA
PACIFIC INVESTMENTS INC., a corporation organized under the laws of Belize
(“GPI”), and
AXIM HOLDINGS LTD, a corporation organized under the laws of Belize (“Axim”).  Capitalized
terms used and not defined herein are used herein as defined in the Termination
and Restructuring Agreement dated as of October 28, 2010

    


    WITNESSETH:

    


    WHEREAS, the Coal Group Shareholders,
the Heat Power Shareholders, and PPI entered into a Trust Agreement dated as of
December 31, 2007 (the “Share Trust
Agreement”) pursuant to which the PRC Shareholders agreed to hold their
equity interests in Coal Group and Heat Power in trust for PPI in connection
with a plan (the “FIE
Plan”) to convert Coal Group and Heat Power from domestic enterprises to
Foreign Invested Enterprises under the laws of the People’s Republic of China
(the “PRC”);

    


    WHEREAS, in connection with the Share
Trust Agreement, the parties hereto entered into an Agreement dated January 3,
2008 among PPI, GPI and Axim (the “Remittance
Agreement”) pursuant to which PPI was to receive remittances from the
sale of shares of common stock, par value, $0.001 per share, of CEC from GPI and
Axim as part of the FIE Plan; and

    


    WHEREAS,
CEC has determined to terminate the Share Trust Agreement and the FIE Plan, and
in connection with such termination, the parties hereto wish to terminate the
Remittance Agreement.

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    SECTION
1.01.  Termination.  The
parties hereto agree that, effective the date hereof, the Remittance 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.  Entire
Agreement.  This Agreement and the Management and Control
Agreements constitute the entire agreement of the parties hereto with respect to
the subject matter hereof and thereof and supersede all prior agreements and
undertakings, both written and oral, among the parties hereto with respect to
the subject matter hereof and thereof.

    


    SECTION
1.03.  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
1.04.  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
1.05. 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 CEC and all of the PRC Shareholders.  This Agreement
may not be assigned by operation of law or otherwise without the written consent
of all the parties hereto.

    


    SECTION
1.06. Governing
Law.  This Agreement shall be governed by the laws of
Nevada.  All actions or proceedings arising out of or relating to this
Agreement shall be heard and determined in any federal court sitting in the city
of Las Vegas, Nevada.

    


    SECTION
1.07.  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
1.08.  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
1.09.  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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

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

    


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

     

    
      
        	CHINA
      ENERGY CORPORATION    	 	 	AXIM
      HOLDINGS LTD	 
	 	 	 	 	 
	
                /s/
      Wenxiang Ding

              	 	 	
                /s/
      Yi Ding

              	 
	
                Name:
      Wenxiang Ding

              	 	 	
                Name:
      Yi Ding

              	 
	
                Title:
      President and Chief Executive Officer

              	 	 	
                Title:
      Director

              	 


      

    

     

    
      	GEORGIA
      PACIFIC INVESTMENTS INC.	 	 	 	 
	 	 	 	 	 
	
              /s/
      Yi Ding

            	 	 	
               

            	 
	
              Name:
      Yi Ding

            	 	 	
               

            	 
	
              Title:
      Director