China Biologic Products, Inc.: Exhibit 10.4 - Prepared by TNT Filings
Inc.




  

  



Exhibit 10.4

Agreement

Party A: Logic Express Ltd. 

Party B: Shandong Biological Products Research Institute 

Party C: Shandong Taibang Biological Products Co., Ltd. 


The above three Parties agree that Party A
entrusts Party C for investment in Xi'an Huitian Blood Products Co., Ltd. ("Huitian").
According to the principles of good faith, equality and mutual benefits,
equivalence and voluntariness, after full consultation the three Parties agree
as follows in regards to relevant issues: 

1. 


Party A entrusts Party C to invest
in Huitian (i.e. to acquire 35% of the equity interest in Huitian). All the
investment capital involved in this acquisition shall be procured by Party A on
its own, while actual acquisition procedures shall be performed in the name of
Party C. 

2.



After commencement of acquisition,
Party A shall responsible for handling all the investment in Huitian and its
daily operation and management; all the incurred costs, fees, liabilities,
losses, rights and profits, and all the human resources, assets and properties
involved by Huitian shall be borne or enjoyed by Party A. Party C shall perform
relevant tasks according to Party A's instruction. Without consent of Party A,
Party C shall not exercise any right of management or investment return in Huitian. 

3. 


Party A provide security interests
to Party C with all its equity interest Party A holds in Party C for any
possible losses caused by such entrusted investment. The amount of such losses
shall be based on the appraisal results produced by an appraiser chosen by all
three Parties. In the event that such entrusted investment has caused losses to
Party C, Party A shall reimburse Party C immediately in cash. In case Party A
fails to reimburse Party C in time, Party C is entitled to dispose of the equity
interest which Party A holds in Party C in the amount of respective loss and
claim for the costs incurred for disposal of such equity interest. The
equivalent value of the equity interests shall be based on the appraisal results
produced by the appraiser chosen by both Parties. 

4.



If Party A intends to make available
to Huitian any resource of Party C, Party A shall obtain consent of Party B to
such provision. 

5.



Party A shall pay Party C RMB
120,000 each year as entrustment consideration so as to enable Party C to
conduct relevant business. 

6.



When the conditions are mature,
Party A shall transfer the equity interest which Party C holds in Huitian to
Party A or other affiliated companies of Party A as soon as possible, for which
Party C shall unconditionally cooperate. 

7.


Party A may lawfully use dividends distributed to it from Party C to pay the
investment capital. If Party A needs to borrow from Party C, it shall have
consent of Party B and pay interests according to benchmark interest rates for
bank loans for the same period. In case Party A owes any arrearages to Party C,
dividends distributed to Party A from Huitian and any price paid for equity
transfers shall be applied on a priority basis to repay Party C. 

 


 

 

 

 

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8.



This conclusion, validity,
interpretation, implementation, enforcement, amendment and termination shall be
governed by PRC law. Any disputes arising from the performance of this Agreement
shall be resolved according to the means of disputes resolution specified in the
joint venture contract of Shandong Taibang Biological Products Co., Ltd. 


9. 


This Agreement is made in three
original sets. Each Party shall hold one original set. 

Party A: Logic Express Ltd. (with seal
attached)

 /s/ Signature of representative 

Party B: Seal Shandong Biological Products
Research Institute (with seal attached)

/s/ Signature of representative 

Party C: Seal Shandong Taibang Biological
Products Co., Ltd (with seal attached) 

Date of Execution: September 12, 2008. 



 

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