Unassociated Document


    Exhibit
10.1

    


    


    English
Translation of the Share Purchase Agreement

    by
and between

    Step
Best Investments Ltd.(the
“Investor”)

    


    and

    


    China
Polypeptide Group, Inc. ( the “Company”)

    


    


    


    


    


    SHARE
PURCHASE AGREEMENT

    


    


    


    


    


    


    


    Dated
April 16, 2010

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This Agreement is made on
April 16, 2010 by and between the following parties:

    


    
      	
               
      

            	
              ·

            	
              China Polypeptide Group, Inc.
      (the “Company”); and

            
	 	 	 


    

    
      	
               
      

            	
              ·

            	
              Step Best Investments
      Ltd.(the “Investor”)

            


    

    


    After
friendly discussion and negotiation, in the principle of mutual benefits and
cooperation, the parties agree as follows:

    


    Section
1 - Investment Amount and Purchase of Shares

    Following
five (5) days of the execution of this Agreement, the Investor will purchase
609,557 common shares of the Company by delivering to the Company, in one lump
sum, USD$3 million in cash.

    


    Section
2 - Warrant

    Upon the
payment by the Investor, the Company will issue to the Investor a Warrant to
purchase 80,956 common shares of the Company in the future.  The term
of the warrant is five years and the price pursuant to an exercise of the
Warrant is USD$6.75 per share.

    


    Section
3 - Right of Participation

    The
common shares held by the Investor shall have the right to participate in any
profit distribution by the Company as other common shares held by the original
shareholders.

    


    Section
4 - Registration Right

    The
Investor shall have the piggyback registration right under U.S. laws with
respect to listed companies in the U.S. when the Company next undertakes a
public offering.

    


    Section
5 - Restriction on Share Transfer

    The
Investor agrees to a lock-up period of six months (calculated from the date of
the public offering) when the Company next undertakes a public offering provided
that the original principal shareholders of the Company are also subject to the
lock-up requirement.  Upon the expiration of the lock-up period, the
Company shall make sure the Investor can trade the common shares held by it in
the secondary market without restriction.  Detailed measures of
trading shall be decided to minimize the impact on public offering with the
underwriter.

    


    Section
6 - Right of Co-Sale

    The
Investor shall have the right to participate in any sale of the shares of the
Company by the original principal shareholders to a third party on the same
terms proportionately.

    


    Section
7 - Right of First Refusal

    The
Investor shall only have the right of first refusal with respect to any new
shares issued by the Company in connection with a private
offering.  If the original shareholders decide not to purchase the new
shares, the Investor shall have the right to purchase such shares.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    Section
8 - Confidentiality

    The
parties agree to maintain the confidentiality of this Agreement, discussions
thereof and the intentions of the Investor before the Investor completes its
capital contribution and not to disclose such information to any third party
unless the disclosure is made to the legal counsel, financial consultant,
investment bank, auditor or accountant of the parties or required by
law.  Prior consents of both the Investor and the Company are required
before public announcement of any information in connection with the transaction
thereof.

    


    Section
9 - Governing Law

    This
Agreement shall be governed by the laws of Hong Kong.  Any dispute
regarding the Agreement shall be settled by arbitration in Hong Kong at the Hong
Kong International Arbitration Center in accordance with the arbitration rules
in effect.

    


    Section
10 - Effectiveness

    This
Agreement shall be executed in four copies and shall become effective upon
execution by the parties.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    In
witness thereof, the authorized representatives of the parties have executed
this Agreement as of the date first written above:

    


    
      
        	
                Company:

              	
                China
      Polypeptide Group, Inc.

              


      

       

      Name:

       

      Position:                     

       

      Signature:

       

      
        	
                Investor:

              	
                Step
      Best Investments Ltd.

              


      

       

      Name:

       

      Position:

       

      Signature:

       

      
        
          
          

        

        
          3