<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>creg8kex101082307.txt
<TEXT>
Form 8-K Exhibit 10.1
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                            SHARE EXCHANGE AGREEMENT

     This SHARE EXCHANGE  AGREEMENT (this  "Agreement") is made and entered into
this 22nd Day of August 2007,  by and among,  those  individual  purchasers  set
forth on Schedule A (together,  the "Purchasers") and the Seller, Guohua Ku, one
of the major shareholders of China Recycling Energy Corporation.

                                    RECITALS:

     WHEREAS, the Seller Guohua Ku is a major shareholder China Recycling Energy
Corporation, a Nevada Corporation (the "CREG"), and

     WHEREAS, the Purchasers are,  collectively,  the owners of 1,870,230 shares
(the  "Yingfeng  Shares") of ownership  interest of Xi'an  Yingfeng  Science and
Technology Co, Ltd., a Chinese Corporation (the "Yingfeng"),  listed adjacent to
each of the Purchasers' names on Schedule A; and

     WHEREAS,  the  Seller has  determined  that it is in his best  interest  to
exchange,  subject to the terms and conditions set forth herein,  623,410 shares
of common stocks of CREG ("CREG shares") he owns with the Purchasers for all the
Yingfeng Shares owned by Purchasers; and

     WHEREAS,  the Purchasers have determined that it is in their best interests
that they exchange,  subject to the terms and  conditions set forth herein,  all
the Yingfeng  Shares owned by them with the Seller for 623,410 CREG shares owned
by the Seller; and

                                   AGREEMENT:

     NOW,  THEREFORE,  in  consideration  of the premises and the agreements set
forth herein, the Seller and the Purchasers agree as follows:

                                    ARTICLE I

                                 SHARE EXCHANGE

     Section 1.01. The Share  Excahange.  Subject to the terms and conditions of
this  Agreement,  the  Seller  agrees to  assign,  transfer  and  deliver to the
Purchasers,  at the  Closing,  623,410  CREG shares  owned by him. As  exchange,
Purchasers agree to assign,  transfer and deliver to the Seller, at the Closing,
all the Yingfeng shares owned by them.  Under the terms of this Agreement,  each
individual  Purchaser  receives  ONE CREG  Share  owned by the  Seller for THREE
Yingfeng Shares owned by Purchasers  prior to the  transaction,  at the Closing,
with the  restriction  that all  Purchasers  shall not trade or resell  the CREG
shares they acquired  within a period of one year  following the closing date of
this  transaction,  complying with the restrictions on re-sale of the securities
of Rules 903 (a) and (b)(3) of Regulation S.

     Section 1.02. Execution and Closing. The Share Exchange shall take place at
such other time and place as the Seller and the Purchasers  mutually agree upon,
orally or in writing (which time and place is designated as the "Closing").  The
Seller shall deliver to the Purchasers  either (i) a certificate or certificates
representing  the CREG Shares or (ii) instruments of assignment or transfer that
shall, in the reasonable  opinion of the Purchasers be necessary to transfer the
CREG Shares to each of the Purchasers.  The Purchasers shall also deliver to the
Seller either (i) a certificate or certificates representing the Yingfeng Shares
or (ii)  instruments  of assignment or transfer  that shall,  in the  reasonable
opinion  of the Seller be  necessary  to  transfer  the  Yingfeng  Shares to the
Seller.


<PAGE>

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.01. Representations and Warranties of the Purchasers. Each of the
Purchasers,  on a joint and several basis, represents and warrants to the Seller
as follows:

            (a) The Purchasers have all power and authority to execute,  deliver
and perform this Agreement.

            (b) This  Agreement is the valid and binding  obligation  of each of
the  Purchasers,  enforceable  against each of the Purchasers in accordance with
its terms.

            (c) The CREG Shares will be acquired for  investment for the account
of each of the Purchasers, and not as a nominee or agent, and not with a view to
the distribution or public offering thereof.  In connection  therewith,  each of
the Purchasers  confirms that he or she is neither a U.S Person, as such term is
defined in Rule 902(k) of  Regulation S, nor located  within the United  States,
and that the  transaction  will be  between  non-U.S.  Persons,  and take  place
outside of the United States.

            (d)  None of the  Purchasers  have  been  contacted  concerning  the
acquired CREG Shares or the matters set forth in this  Agreement by means of any
advertisement or other general solicitation.

            (e) Each of the  Purchasers  understands  that (i) the acquired CREG
Shares have not been  registered  under either the  Securities  Act of 1933,  as
amended (the "Securities  Act") or the securities laws of any state by reason of
specific  exemptions  therefrom  and that such  securities  may be resold in the
United States  without  registration  under the  Securities  Act only in certain
limited circumstances.

            (f) The Purchasers  have access to information  relating to the CREG
as the  Purchasers  deem  necessary to make an informed  investment  decision in
connection with the acquired CHDW Shares, and except as provided in Section 2.02
below,  the Seller is making no  representations  and warranties  concerning the
acquired CREG Shares or the business of the CREG.

            (g) Each of the Purchasers understands that Regulation S promulgated
under the  Securities  Act, is available only for offers and sales of securities
outside the United States, and will comply with Regulation S, attached hereto as
Exhibit  A,  specifically  complying  with the  restrictions  on  re-sale of the
securities of Rules 903 (a) and (b)(3) of Regulation S.

            (h) Legends.  The Purchasers  acknowledge  that the CREG Shares they
acquired will bear the following restrictive legend:

                                    THE SECURITIES  REPRESENTED  HEREBY HAVE NOT
                        BEEN REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT
                        OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR THE
                        SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES.  THE
                        HOLDER   HEREOF,    BY   PURCHASING   THE    SECURITIES,
                        ACKNOWLEDGES  THAT SUCH SECURITIES MAY BE OFFERED,  SOLD
                        OR OTHERWISE  TRANSFERRED ONLY: (A) TO THE COMPANY,  (B)
                        OUTSIDE THE UNITED STATES IN AN OFFSHORE  TRANSACTION IN
                        COMPLIANCE  WITH  REGULATION S UNDER THE  SECURITIES ACT
                        AND IN COMPLIANCE  WITH  APPLICABLE  LOCAL OR STATE LAWS
                        AND  REGULATIONS,  (C) INSIDE THE UNITED STATES PURSUANT
                        TO (I) RULE 144A  UNDER THE  SECURITIES  ACT TO A PERSON
                        WHO  THE  SELLER  REASONABLY  BELIEVES  IS  A  QUALIFIED
                        INSTITUTIONAL  BUYER  THAT  IS  PURCHASING  FOR  ITS OWN
                        ACCOUNT  OR FOR THE  ACCOUNT  OF ONE OR  MORE  QUALIFIED
                        INSTITUTIONAL  BUYERS  TO WHOM  WRITTEN  NOTICE IS GIVEN
                        THAT  THE  OFFER,  SALE OR  TRANSFER  IS  BEING  MADE IN


<PAGE>

                        RELIANCE  ON  RULE  144A  OR  (II)  THE  EXEMPTION  FROM
                        REGISTRATION  UNDER THE  SECURITIES ACT PROVIDED BY RULE
                        144 THEREUNDER,  IF AVAILABLE,  AND ANY APPLICABLE STATE
                        SECURITIES  LAWS OR (D) IN A  TRANSACTION  THAT DOES NOT
                        REQUIRE  REGISTRATION  UNDER THE  SECURITIES  ACT OR ANY
                        APPLICABLE  UNITED  STATES  FEDERAL OR STATE  SECURITIES
                        LAWS,   AFTER   PROVIDING   AN  OPINION  OF  COUNSEL  OF
                        RECOGNIZED  STANDING  REASONABLY   SATISFACTORY  TO  THE
                        COMPANY TO THAT EFFECT.

            (i)  Each of the  Purchasers  acknowledge  that it is  aware  of its
respective  obligations  under the  Securities  Exchange  Act of 1934 (the "1934
Act"), including, but not limited to those filing obligations that are triggered
as a result  of the  consummation  of the sale of the Sale  Shares  pursuant  to
Sections 13 and 16 of the 1934 Act, together with filings required to be made by
the Company, under the control of the Purchasers,  after the consummation of the
sale of the Sale Shares.

     Section 2.02.  Representations  and  Warranties  of the Seller.  The Seller
represents and warrants to the Purchasers as

follows:

            (a) The Seller has all power and  authority to execute,  deliver and
perform this Agreement.

            (b) This  Agreement  is the  valid  and  binding  obligation  of the
Seller, enforceable against the Sellers in accordance with its terms.

            (c) The  Seller  is the  record  and  beneficial  owners of the CREG
Shares  acquired by Purchasers  and the CREG Shares  exchanged  pursuant to this
agreement  have not been  assigned,  pledged,  sold,  transferred  or  otherwise
conveyed.

                                   ARTICLE III

                                  MISCELLANEOUS

     Section 3.01.  Governing Law; Successors and Assigns.  This Agreement shall
be governed and construed in accordance  with the law of the State of Nevada and
applicable   federal  law  and  shall  be  binding  upon  the  heirs,   personal
representatives,  executors,  administrators,  successors  and  assigns  of  the
parties

     Section 3.02.  Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  of  the  parties  with  respect  to the  subject  matter  hereof  and
supersedes  and  replaces  any prior  agreement  or  understanding  between  the
Purchasers  and the Seller  with  respect  to the  transfer  of the Sale  Shares
between the Seller and the Purchasers.

     Section 3.03. Headings.  The headings of the Sections of this Agreement are
for convenience and shall not by themselves determine the interpretation of this
Agreement.

     Section 3.04. Counterparts. This Agreement may be executed in any number of
counterpart  copies,  all of  which  copies  shall  constitute  one and the same
instrument.

     Section  3.05.  Independent  Counsel.  The  Purchasers  and the Seller each
acknowledge  that this  Agreement  has been  prepared on behalf of the Seller by
Bernard & Yam,  LLP,  counsel to the Seller and that  Bernard & Yam,  LLP is not
representing,  and is not acting on behalf of, the Purchasers in connection with
this Agreement. The Purchasers have been provided with an opportunity to consult
with their own counsel and their own business,  securities and tax advisors with
respect to this Agreement.


<PAGE>


     Section 3.06. Purchaser  Representative.  The Purchasers appoints Mr. Jihua
Wang as their  Representative to sign and execute this Share Exchange  Agreement
and each Purchaser  understands and acknowledges  that this appointed  Purchaser
Representative
          (1) Is not an affiliate,  director,  officer or other  employee of the
          issuer,  or beneficial owner of 10 percent or more of any class of the
          equity  securities or 10 percent or more of the equity interest in the
          issuer; and
          (2) Has such  knowledge  and  experience  in  financial  and  business
          matters  that he is capable of  evaluating,  alone,  or together  with
          other purchaser representatives of the purchaser, or together with the
          purchaser, the merits and risks of the prospective investment;
          (3) Is acknowledged by the purchaser in writing,  during the course of
          the transaction,  to be their purchaser  representative  in connection
          with  evaluating the merits and risks of the  prospective  investment;
          and
          (4) Discloses to the  purchaser in writing a reasonable  time prior to
          the sale of  securities to that  purchaser  any material  relationship
          between  himself or their  affiliates and the issuer or its affiliates
          that then exists, that is mutually  understood to be contemplated,  or
          that has existed at any time during the  previous  two years,  and any
          compensation   received  or  to  be  received  as  a  result  of  such
          relationship.





               THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
                             SIGNATURE PAGE FOLLOWS

         IN WITNESS WHEREOF, the parties hereto have signed this Share Exchange
Agreement as of the date first above written.

    ------------------------------------------------------------------------

                            Signature Page for Seller

SELLER

By

      /s/Guohua Ku
      ------------
         Guohua Ku



     -----------------------------------------------------------------------

                   Signature Page for Purchaser Representative

PURCHASER  REPRESENTATIVE


By

      /s/Jihua Wang
      -------------
         Jihua Wang


    ------------------------------------------------------------------------


<PAGE>


                          Signature Page for Purchasers

PURCHASERS

By

X ___________________________



                                   SCHEDULE A
























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</DOCUMENT>
