Exhibit 10.2

                             SUBSCRIPTION AGREEMENT

This Agreement sets forth the terms pursuant to which _______________,  residing
at   ________________________________________,   whose  ID  document  number  is
___________ (the "Subscriber")  hereby tenders its subscription for the purchase
of  _______  shares  of  Series  A  Convertible   Preferred  Stock,  ("Series  A
Convertible Preferred Stock") face value $1.00 per share, purchase price US$1.00
per share ("Purchase Price") convertible at a ratio of 1:1 ("Conversion  Ratio")
into shares of the common  stock  ("Common  Stock") of China  Biopharmaceuticals
Holdings,  Inc. (the "Company") and _______ of the purchase warrants ("Warrant")
to  purchase  shares of common  stock at a price of $2.00 per  share,  issued in
connection  with the Series A  Convertible  Preferred  Stock of the  Company and
further sets forth  statements  upon which the Company may rely to determine the
suitability  of the  Subscriber  to purchase such shares of Series A Convertible
Preferred Stock and the Warrant. This Agreement shall be construed in connection
with the Certificate of Designation of Series A Convertible  Preferred Stock and
the  Warrant.  Any  capitalized  terms not  defined  herein  shall have the same
meaning as in the  Certificate of Designation of Series A Convertible  Preferred
Stock and the Warrant.

1. Representations and Warranties

         The  Subscriber   hereby  makes  the  following   representations   and
warranties:

         (1) The Subscriber  understands that the Series A Convertible Preferred
Stock must be  acquired  by the  Subscriber  solely for its own  account and for
investment  purposes only within the meaning of the  Securities  Act of 1933, as
amended  ("1933  Act"),  with no  intention of assigning  any  participation  or
interest  therein,  and not  with a view to the  distribution  of the  Series  A
Convertible Preferred Stock or any part thereof.

         (2) The Subscriber is either an individual, or an entity duly organized
and validly  existing  under the laws of its  formation.  The Subscriber is, and
will be at the time of the issuance of the Series A Convertible  Preferred Stock
and the exercise of any of the warrants, an "accredited investor",  as such term
is defined in Regulation D promulgated by the Commission  under the 1933 Act, is
experienced  in  investments  and business  matters,  has made  investments of a
speculative nature and has purchased securities of United States  publicly-owned
companies in private placements in the past and, with its  representatives,  has
such knowledge and experience in financial, tax and other business matters as to
enable the Subscriber to utilize the  information  made available by the Company
to evaluate the merits and risks of and to make an informed  investment decision
with  respect  to  the  proposed   purchase,   which  represents  a  speculative
investment.  The Subscriber has the authority and is duly and legally  qualified
to purchase and own the Series A Convertible  Preferred Stock. The Subscriber is
able to bear the risk of such investment for an indefinite  period and to afford
a complete loss thereof.  The information set forth on the signature page hereto
regarding the Subscriber is accurate.




<PAGE>

         (3) The Subscriber has been informed that the investment is a high risk
investment,  and in evaluating such investment the Subscriber has consulted with
its own investment, and/or legal, and/or tax advisors.

         (4) The Subscriber  understands that the Series A Convertible Preferred
Stock  are not  being  registered  under  the  1933 Act on the  ground  that the
issuance  thereof is exempt from the  registration  requirements of the 1933 Act
under  Section  4(2) thereof as a  transaction  by an issuer not  involving  any
public offering and pursuant to Rule 504 of Regulation D under the 1933 Act, and
that reliance on such  exemption is  predicated,  in part,  on the  Subscriber's
representations and warranties and those of the other purchasers of the Series A
Convertible Preferred Stock.

         (5) The Subscriber has no need for any liquidity in this investment and
the  Subscriber  is able to bear  the  economic  risk of its  investment  for an
indefinite period of time. The Series A Convertible Preferred Stock has not been
registered  under the 1933 Act and,  therefore,  cannot  be sold or  transferred
unless they are subsequently  registered under the 1933 Act or an exemption from
such registration is available.  The Subscriber  understands that it will not be
able to sell, assign,  pledge,  hypothecate or transfer the Series A Convertible
Preferred  Stock,  or  part  thereof,   received  by  the  Subscriber  unless  a
registration  statement under the 1933 Act with respect thereto is in effect, or
the Subscriber  has received a written  opinion of counsel  satisfactory  to the
Company  that,  after an  investigation  of the relevant  facts,  which shall be
recited  in such  opinion,  such  counsel  is of the  opinion  that  such  sale,
assignment  or transfer does not involve a  transaction  requiring  registration
thereof under the 1933 Act and is in compliance with any relevant rule under the
1933 Act governing resales of securities acquired from an issuer thereof without
compliance with the registration requirements of the 1933 Act.

         (6) It is understood that all documents,  records and plans  pertaining
to this  investment  and the Company have been made  available for inspection to
the  Subscriber,   Subscriber's   attorney  and/or   accountant  and/or  offeree
representative.

         (7) The Subscriber has properly  completed and submitted the Investor's
Questionnaire  attached hereto as Exhibit A (the "Questionnaire") to the Company
and all the information in the Questionnaire is correct,  accurate, and truthful
for the Company to rely on.

2. Company's Right to Refuse Subscription

         The Subscriber  understands  that the Company has the absolute right to
reject all or part of the subscription being tendered herein.

3. No Assignment

         The Subscriber  agrees not to transfer or assign this  subscription  or
any interest therein.

4. Registration Rights




                                      -2-
<PAGE>

         The Company shall prepare and file with the  Commission a  registration
statement  under the 1933 Act  registering  the Series A  Convertible  Preferred
Stocks and any common stock issuable upon exercise of Warrants for  unrestricted
public  resale by the  Subscriber.  The Company  shall  cause such  registration
statement  declared effective within one hundred and twenty (120) days after the
execution of this Agreement ("Effective Date"). If the registration statement is
not declared  effective by the Effective  Date,  the  conversion  price shall be
reduced by 5% per share and the total number of shares of Common Stock  issuable
upon  exercise of the  Warrant  shall be  increased  by 5 per cent per month for
every month the shares are not registered after the Effective Date.

5. Governing Law

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York without giving effect to the conflicts of laws
principles thereof.

6. Dispute Resolution

         The  Company  and  the  Subscriber   (collectively  the  "Parties"  and
individually  a  "Party")  shall make good  faith  effort to settle any  dispute
arising  from  the  interpretation  or  performance  of this  Agreement  through
friendly  negotiation.  In case no settlement  can be reached,  each Party shall
submit the dispute to an arbitration  panel  ("Panel") under the auspices of the
American  Arbitration  Association  ("AAA") at a venue located in New York City.
The Panel shall  consist of one or three to be selected by the mutual  agreement
of the Parties. If the Parties can not agree on the arbitrator,  each may select
one  arbitrator  and the two  designated  arbitrators  shall  select  the  third
arbitrator.  If the  third  arbitrator  can not be  agreed  upon,  the  American
Arbitration  Association  in New York  shall  select  the  third  arbitrator.  A
majority  decision by the three  arbitrators shall be final and binding upon and
enforceable against the Parties.  Such arbitration shall follow the rules of the
AAA.

7. Severability

         If any one or more provisions of this Agreement are determined invalid,
illegal or non-enforceable in any way according to any laws or regulations,  the
validity,  legality and  enforceability  of other provisions hereof shall not be
affected  or  impaired  in  any  way.  All  parties   shall,   through   sincere
consultation,  cause  to  replace  those  invalid,  illegal  or  non-enforceable
provisions  with valid ones, and from such valid  provisions,  similar  economic
effects   shall  be  tried  to  reach  as  from   those   invalid,   illegal  or
non-enforceable provisions.










                                      -3-
<PAGE>

         IN WITNESS  WHEREOF,  this  Subscription  Agreement is executed on this
______ day of ______, 2005.



                                         Subscriber

                                         By:
                                         _______________________________________
                                         Name:
                                         Title:




                                         China Biopharmaceuticals Holdings, Inc.

                                         By:
                                         _______________________________________
                                         Name:
                                         Title:




















                                      -4-
<PAGE>

                                                                       Exhibit A
                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.

                        SELLING SHAREHOLDER QUESTIONNAIRE


________________________________________________________________________________

          THIS DOCUMENT REQUIRES A RESPONSE NO LATER THAN MAY 24, 2005
________________________________________________________________________________


     The  undersigned  beneficial  holder  of  shares  of  Series A  Convertible
Preferred Stock, par value $0.01 per share (the "Series A Convertible  Preferred
Stock") of CHINA  BIOPHARMACEUTICALS  HOLDING,  INC.  (the  "Company")  and,  as
applicable,  warrants to purchase shares of common stock ("Common Stock") of the
Company.  (the  "Warrants"),  understands that the Company proposes to file with
the Securities and Exchange Commission ("SEC") a registration  statement on Form
SB-2 (the  "Registration  Statement") for the registration and resale under Rule
415 of the Securities  Act of 1933, as amended (the  "Securities  Act"),  of the
Series  A  Convertible  Preferred  Stock  and/or  Common  Stock  underlying  the
Warrants,  as  applicable,  in  accordance  with the  terms of the  Subscription
Agreement, dated as of May 13, 2005 (the "Subscription Agreement"),  between the
Company and the initial  purchasers named therein,  or otherwise  pursuant to an
agreement of the Company to register  Series A Convertible  Preferred  Stock.  A
copy of the Subscription Agreement is available from the Company upon request at
the address set forth below.

     The Registration  Statement has not yet been declared effective by the SEC.
In order to sell or  otherwise  dispose  of any Series A  Convertible  Preferred
Stock pursuant to the  Registration  Statement,  a beneficial  owner of Series A
Convertible  Preferred Stock generally will be required to be named as a selling
shareholder in the related prospectus, deliver a prospectus to each purchaser of
Series A Convertible  Preferred  Stock and, to the extent the  undersigned  is a
party  to the  Subscription  Agreement,  be bound  by  those  provisions  of the
Subscription  Agreement  applicable to such beneficial owner (including  certain
indemnification   provisions,   as  described  below).   Beneficial  owners  are
encouraged to complete and deliver this Selling Shareholder  Questionnaire prior
to the  effectiveness  of the  Registration  Statement  so that such  beneficial
owners may be named as selling  shareholders  in the related  prospectus  at the
time of  effectiveness.  Any beneficial owner of Series A Convertible  Preferred
Stock  and/or  Warrants  wishing to include its Series A  Convertible  Preferred
Stock and/or Series A Convertible  Preferred Stock  underlying the Warrants must
deliver to the  Company a properly  completed  and  signed  Selling  Shareholder
Questionnaire.  Unless a beneficial owner  completes,  signs and delivers to the
Company this Selling Shareholder  Questionnaire,  such beneficial owner will not
be named in the  Registration  Statement  and  will not be  entitled  to use the
related prospectus.

     Certain legal consequences arise from being named as a selling  shareholder
in the Registration Statement and the related prospectus.  Accordingly,  holders
and  beneficial  owners of Series A Convertible  Preferred  Stock are advised to
consult their own securities  law counsel  regarding the  consequences  of being
named or not being named as a selling shareholder in the Registration  Statement
and the related prospectus.

     The undersigned  beneficial owner (the "Selling  Shareholder"),  by signing
and returning this Selling Shareholder  Questionnaire,  understands that it will
be bound by the terms and conditions of this Selling  Shareholder  Questionnaire
and the Subscription Agreement.



                                      -5-
<PAGE>

     The undersigned  hereby  provides the following  information to the Company
and represents and warrants that such information is accurate and complete:

Questionnaire

1.   Name of the Selling Shareholder and DTC participant

     (a)  Full legal name of the Selling Shareholder:

          ______________________________________________________________________

     (b)  Full  legal name of  registered  holder (if not the same as (a) above)
          through which Series A Convertible Preferred Stock listed in (3) below
          are held:

          ______________________________________________________________________

     (c)  If applicable,  full legal name of DTC participant (if not the same as
          (b) above) through which Series A Convertible  Preferred  Stock listed
          in Item 3 below are held:

          ______________________________________________________________________

2.   Contact information for the Selling Shareholder

     Address for notices to Selling Shareholder:

     ___________________________________________________________________________

     ___________________________________________________________________________

     Telephone:  _______________________________________________________________

     Fax: ______________________________________________________________________

     Contact person: ___________________________________________________________

3.   Beneficial  ownership (as defined below) of Series A Convertible  Preferred
     Stock and Warrants

     Please  state  the  number  of  Series A  Convertible  Preferred  Stock and
     Warrants of the Company  beneficially owned by the Selling  Shareholder and
     the  respective  CUSIP number of the Series A Convertible  Preferred  Stock
     beneficially  owned.  Please  indicate  the number of Series A  Convertible
     Preferred  Stock and Series A Convertible  Preferred  Stock  underlying the
     Warrants  (as  applicable)  which  you  request  to be  registered  in  the
     Registration Statement.

     (a)  Number of Series A Convertible  Preferred Stock  beneficially owned by
          you:

          ______________________________________________________________________

     (b)  CUSIP No(s).  of Series A  Convertible  Preferred  Stock  beneficially
          owned by you:

          ______________________________________________________________________

     (c)  Please  state  the  number  of Series A  Convertible  Preferred  Stock
          beneficially  owned by you which you request to be  registered  in the
          Registration Statement:

          ______________________________________________________________________




                                      -6-
<PAGE>

"Beneficial  ownership"  of a security  means a person's  ability,  directly  or
indirectly  through any contract,  arrangement,  understanding,  relationship or
otherwise, to exercise alone or together with others:
     o    voting  power,  which  includes  the power to vote,  or to direct  the
          voting of, a security; or
     o    investment  power,  which includes the power to dispose,  or to direct
          the disposition, of a security.
This term also includes  having the right to acquire  beneficial  ownership of a
security within 60 days, including any right to acquire the security through the
exercise of any option,  warrant or right, through the conversion of a security,
pursuant  to the  power to  revoke a trust,  discretionary  account  or  similar
arrangement or pursuant to the automatic  termination of a trust,  discretionary
account or similar arrangement.

     (d)  Please state the number of Warrants beneficially owned by you:

          ______________________________________________________________________


     (e)  Please  state  the  number  of Series A  Convertible  Preferred  Stock
          underlying  the  Warrants  which you request to be  registered  in the
          Registration Statement:

          ______________________________________________________________________


4.   Relationship with the Company

     Except as set forth below, the undersigned Selling Shareholder has not held
     any position or office or has had any other material  relationship with the
     Company  or any of its  predecessors  or  affiliates  (as each such term is
     defined below) within the past three years.

     State any exceptions below:

     ___________________________________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________

"Affiliate"  means a person that  directly,  or  indirectly  through one or more
intermediaries, controls or is controlled by, or is under common control with, a
specified  person.  "Control" means the possession,  direct or indirect,  of the
power to direct or cause the  direction  of the  management  and  policies of an
entity,  whether  through the  ownership  of voting  securities,  by contract or
otherwise.

"Predecessor"  means a person the major  portion of the  business  and assets of
which another person  acquired in a single  succession or in a series of related
successions in each of which the acquiring  person acquired the major portion of
the  business  and  assets of the  acquired  person.  This  definition  includes
Champion  Ventures,  Inc., the Company's  predecessor in its merger  transaction
completed in 2002.



                                      -7-
<PAGE>

5.   Plan of distribution

     Except  as set  forth  below,  the  undersigned  (including  its  donees or
     pledgees)  intends to distribute the Series A Convertible  Preferred  Stock
     listed  above in Item 3 pursuant  to the plan of  distribution  attached as
     Exhibit A. State any exceptions here:

     ___________________________________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________

6.   Voting  and  investment   power  (to  be  completed  only  if  the  Selling
     Shareholder is not a natural person)

     (a)  Please name each person or persons who have voting or investment power
          over the Series A Convertible  Preferred Stock  beneficially owned (as
          described  in  question 3 above) by the  Selling  Shareholder.  Please
          indicate the same information, as applicable, with respect to Series A
          Convertible  Preferred  Stock  issuable  pursuant  to  exercise of the
          Warrants held by you. Please note that:
          o    voting power  includes the power to vote, or to direct the voting
               of, the Series A Convertible Preferred Stock; and
          o    investment power includes the power to dispose,  or to direct the
               disposition, of the Series A Convertible Preferred Stock.

     ___________________________________________________________________________

     ___________________________________________________________________________

     (b)  For each person named in question 6(a) above,  please state the number
          of Series A  Convertible  Preferred  Stock  beneficially  owned by the
          Selling Shareholder in which that person has sole voting power, shared
          voting power,  sole investment power and/or shared  investment  power.
          Please indicate the same information,  as applicable,  with respect to
          Series A Convertible  Preferred Stock issuable pursuant to exercise of
          the Warrants held by you.

          --------------------------------------------------- ------------------
                                  Beneficial Ownership         Number of Shares
          --------------------------------------------------- ------------------
          Total number of share as to which the person has
          sole voting power
          --------------------------------------------------- ------------------
          Total number of shares as to which the person has
          shared voting power
          --------------------------------------------------- ------------------
          Total number of shares as to which the person has
          sole investment power
          --------------------------------------------------- ------------------
          Total number of shares as to which the person has
          shared investment power
          --------------------------------------------------- ------------------

          If necessary, attach additional sheets of paper.



                                      -8-
<PAGE>

7.   Broker-Dealer

     (a)  Is the Selling Shareholder a broker-dealer? Yes [_] No [_]

     (b)  If "yes," were the Series A Convertible  Preferred Stock issued to the
          Selling Shareholder as compensation?
          Yes [_] No [_]

8.   Affiliate of Broker-Dealer

     (a)  Is the Selling Shareholder an affiliate of a broker-dealer?
          Yes [_] No [_]

     (b)  If "yes,"

          o    did the Selling  Shareholder  purchase  the Series A  Convertible
               Preferred Stock in the ordinary course of business?
               Yes [_] No [_]

          o    at the time of the purchase, did the Selling Shareholder have any
               agreement  or  understanding,  directly or  indirectly,  with any
               person to distribute  the Series A Convertible  Preferred  Stock?
               Yes [_] No [_]

     The undersigned  acknowledges  that it understands its obligation to comply
with the provisions of the Securities Exchange Act of 1934, as amended,  and the
rules  thereunder  relating to stock  manipulation,  particularly  Regulation  M
thereunder  (or any successor  rules or  regulations),  in  connection  with any
offering of Series A Convertible  Preferred  Stock pursuant to the  Registration
Statement.  The undersigned  agrees that neither it nor any person acting on its
behalf will engage in any transaction in violation of such provisions.

     To the  extent  the  Selling  Shareholder  is a party  to the  Subscription
Agreement, the Selling Shareholder hereby acknowledges its obligations under the
Subscription  Agreement to indemnify  and hold harmless  certain  persons as set
forth therein.  Pursuant to the Subscription  Agreement,  the Company has agreed
under certain circumstances to indemnify the Selling Shareholders' party thereto
against certain liabilities.

     The  undersigned  hereby  warrants and  represents  to the Company that the
undersigned  acquired  Series  A  Convertible  Preferred  Stock  covered  by the
Registration  Statement  in a  private  placement  which  was  exempt  from  the
registration provisions of the Securities Act.

     The undersigned hereby also agrees to timely advise the Company of sales of
Series A  Convertible  Preferred  Stock,  and,  at such times as the Company may
reasonably  request,  of the  number of  Series A  Convertible  Preferred  Stock
registered  for resale by you under the  Registration  Statement  then remaining
unsold, as well as to advise the Company promptly when you have sold all of your
Series A Convertible Preferred Stock.

     In accordance  with the  undersigned's  obligation  under the  Subscription
Agreement to provide such information as may be required by law for inclusion in
the  Registration  Statement,  the  undersigned  agrees to  promptly  notify the
Company of any  inaccuracies or changes in the information  provided herein that
may  occur  subsequent  to the date  hereof at any time  while the  Registration
Statement  remains  effective.   All  notices  hereunder  and  pursuant  to  the



                                      -9-
<PAGE>

Subscription  Agreement shall be made in writing at the address set forth below.
In addition, the undersigned hereby agrees to give the Company three days' prior
notice in advance of sales of Series A Convertible  Preferred  Stock pursuant to
the  Registration  Statement,  and the undersigned  hereby further agrees not to
sell Series A Convertible  Preferred Stock in the event the undersigned knows of
any undisclosed material developments or transactions relating to the Company.

     The undersigned  hereby  acknowledges that it understands that any sales or
other  dispositions of any Series A Convertible  Preferred Stock pursuant to the
Registration  Statement,   once  effective,   must  be  settled  with  Series  A
Convertible  Preferred  Stock  bearing the  Company's  general (not  necessarily
restricted)  common  shares  CUSIP  number.  A  beneficial  owner  named  in the
Registration  Statement may obtain Series A Convertible  Preferred Stock bearing
the  Company's  general  common shares CUSIP number for  settlement  purposes by
presenting  the  Series  A  Convertible  Preferred  Stock  to be  sold  (with  a
restricted  CUSIP),  together  with a  certificate  of  registered  sale, to the
Company's transfer agent, North American Transfer Co. The form of certificate of
registered  sale is  available  from the Company  upon  request.  The process of
obtaining such shares might take a number of business days. SEC rules  generally
require trades in the secondary market to settle in three business days,  unless
the  parties  to any  such  trade  expressly  agree  otherwise.  Accordingly,  a
beneficial  owner  who  holds  Series  A  Convertible  Preferred  Stock  with  a
restricted  CUSIP at the time of the trade  might wish to  specify an  alternate
settlement  cycle at the time of any such  trade to provide  sufficient  time to
obtain Series A Convertible  Preferred Stock with an unrestricted CUSIP in order
to prevent a failed settlement.

     By  signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein in its answers  above and the  inclusion  of such
information  in the  Registration  Statement  and the  related  prospectus.  The
undersigned understands that such information will be relied upon by the Company
in connection  with the preparation or amendment of the  Registration  Statement
and the related prospectus.

     IN WITNESS WHEREOF,  the  undersigned,  by authority duly given, has caused
this Selling  Shareholder  Questionnaire  to be executed and delivered either in
person or by its duly authorized agent.

Dated:                                           Selling Shareholder


                                                 By:____________________________
                                                    Name:
                                                    Title:

















                                      -10-
<PAGE>

                      PLEASE FAX THE COMPLETED AND EXECUTED
                     QUESTIONNAIRE AND RETURN THE ORIGINAL,
                           NO LATER THAN JUNE 1, 2005,
                                       TO:

                     China Biopharmaceuticals Holdings, Inc.
                      Suite 1601, Building A, Jinshan Tower
                               No. 8, Shan Xi Road
                            Nanjing, Jiangsu Province
                           People's Republic of China
                                     210009

                                 WITH A COPY TO:
                      HOWARD JIANG, ESQ., BAKER & MCKENZIE
                                805 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                               FAX: (212) 759-9133