<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>creg8kex101082407.txt
<TEXT>
Form 8-K Exhibit 10.1
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                            SHARE PURCHASE AGREEMENT

     This SHARE PURCHASE  AGREEMENT (this  "Agreement") is made and entered into
this August 23, 2007, by and between Hanqiao Zheng  ("Purchaser")  and Guohua Ku
("Seller").

                                    RECITALS:

     WHEREAS, the Seller is the owner of 8,160,863 shares (the "CREG Shares") of
ownership interest of China Recycling Energy  Corporation,  a Nevada Corporation
(the "CREG");

     WHEREAS,  the  Purchaser  is  natural  person and  citizen of the  People's
Republic of China;

     WHEREAS,  the  Seller has  determined  that it is in his best  interest  to
exchange,  subject to the terms and conditions set forth herein, all of his CREG
Shares with the Purchaser; and

     WHEREAS,  the Purchaser has determined  that it is in his best interests to
purchase all the CREG shares owned by the Seller,

                                   AGREEMENT:

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

                                    ARTICLE I

                                 SHARE EXCHANGE

     Section 1.01.  The Share  Purchase.  Subject to the terms and conditions of
this  Agreement,  the  Seller  agrees to  assign,  transfer  and  deliver to the
Purchaser,  at the Closing, all the CREG shares (8,160,863 Shares) owned by him.
As exchange,  Purchaser agrees to pay the Seller,  at the Closing,  2,040,215 US
Dollars in cash ( US $ 0.25 per share  representing the fair market price of the
CREG common stocks).

     Section 1.02. Execution and Closing. The Share Exchange shall take place at
such other time and place as the Seller and the Purchaser  mutually  agree upon,
orally or in writing (which time and place is designated as the "Closing").  The
Seller shall deliver to the Purchaser  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 Purchaser be necessary to transfer the
CREG Shares to each of the  Purchaser.  The  Purchaser  shall also make the full
payment of 2,040,215  US Dollars the Seller by either (i) bank wire  transfer or
(ii) check.  The Agreement is not deemed  executed and the Share Purchase is not
deemed  completed  until  the  Purchaser  receives  the  physical   certificates
representing the CREG Shares delivered by the Seller and the Seller receives the
full payment made by the Purchaser.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section  2.01.   Representations  and  Warranties  of  the  Purchaser.  The
Purchaser represents and warrants to the Seller as follows:

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


<PAGE>


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

            (c) The CREG Shares will be acquired for  investment for the account
of the  Purchaser,  and not as a nominee  or  agent,  and not with a view to the
distribution or public offering thereof. In connection therewith,  the Purchaser
confirms that he 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) The Purchaser  has not 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) The Purchaser 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 Purchaser has access to information  relating to the CREG as
the  Purchaser  deems  necessary  to make an  informed  investment  decision  in
connection with the acquired CREG 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 Purchaser  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,  specifically
complying  with the  restrictions  on re-sale of the securities of Rules 903 (a)
and (b)(3) of Regulation S.

            (h)  Legends.  The  Purchaser  acknowledges  that the CREG Shares he
acquires 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 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.


<PAGE>


            (i) The Purchaser  acknowledges  that he is aware of his  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 Purchaser,  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 Purchaser 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  Purchaser  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
Purchaser and the Seller with respect to the transfer of the Sale Shares between
the Seller and the Purchaser.

     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  Purchaser  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 Purchaser in connection  with
this Agreement.  The Purchaser 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.






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                             SIGNATURE PAGE FOLLOWS



<PAGE>


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

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

                            Signature Page for Seller

SELLER

By

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


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

                          Signature Page for Purchaser

PURCHASER

By

    /s/Hanqiao Zheng
    ----------------
       Hanqiao Zheng











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</TEXT>
</DOCUMENT>
