China Biologic Products, Inc.: Exhibit 10.2 - Prepared by TNT Filings
Inc.




  

  



Exhibit 10.2

Joint Venture and Cooperation Agreement between
Shareholders 

Party A: Shaanxi Power Construction
Corporation 

Party B: Shandong Taibang Biological Products Co., Ltd 


Whereas, Party A entered into a Joint Venture
and Cooperation Agreement between Shareholders with FAN Qingchun ("Transferor")
on November 8, 2005 for purpose of joint acquisition of 68% equity interest held
by Jiao Da Rui Shen in Huitian Blood Products Co., Ltd. ("Huitian"). After the
acquisition, Party A held 65% of the equity interests in Huitian, while the
Transferor held 35% of the equity interests in Huitian. After registration of
the equity transfer with the administration for industry and commerce, both
Parties have been jointly operating Huitian till now. In July 2008, the
Transferor proposed to transfer 35% of the equity interests it held in Huitian
due to its own reasons and recommended Party B as the Transferee. 

Whereas, the Transferor claims that the equity
interest transfer will conflict with the provisions of the Joint Venture and
Cooperation Agreement between Shareholders and the articles of association of
Huitian, Party A and FAN Qingchu has entered into an Agreement for Termination
of the Joint Venture and Cooperation Agreement between Shareholders. 

Whereas, Party A agrees to Party B becoming a
shareholder, waives its preemptive rights to purchase the equity interests to be
transferred, and agrees that Party B may negotiate and enter into an equity
transfer agreement with the Transferor. 

In accordance with the Company Law of the
People's Republic of China, the Contract Law of the People's Republic of China,
in respect of the acquisition of equity interests of Huitian and cooperation
between shareholders, Party A and Party B have agreed as follows: 


I. 

Equity
Acquisition 


1. 


Party A agrees that Party B may acquire 35% of the equity interests in Huitian
and become a shareholder in Huitian on condition that Party B shall maintain
Huitian's long-term stability and development. 

2. 


Party B agrees to keep fair and transparent the Transfer Price, the appraised
assets value, method of transaction as well as the payment of the Transfer Price
for the equity interest to be acquired and to provide the equity transfer
agreement to Party A. 

3.


Party A and Party B will hold 65% and 35% of the equity interest in Huitian
respectively and become the only two shareholders of Huitian after the equity
transfer between Party B and the Transferor has been completed. 


II. 

Principles for
Cooperation 


Party B will exercise and enjoy corresponding
rights as a shareholder according to the stipulations after the conclusion of
this Agreement and the equity transfer agreement. In terms of the cooperation,
both Parties have agreed as follows in accordance with the Company Law of the
People's Republic of China: 

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1. 


Party A and Party B will hold 65% and 35% of the equity interest in Huitian,
respectively, and correspondingly undertake liabilities and allocate profits
according to the capital contribution ratio. 

2.

 For purpose
of stability, neither Party may, within five years after conclusion of this
Agreement, propose to transfer the equity interest to any Person other than the
existing shareholders, and after such period such Party shall have preemptive
rights to purchase the equity interest that is intended to be transferred by the
other shareholder. 

3. 


The board of directors of Huitian shall have five members, among which three
shall be appointed by Party A and two shall be appointed by Party B.
Furthermore, the board of supervisors of Huitian shall have three members, among
which one shall be appointed by Party A, one shall be appointed by Party B and
one shall be representative of employees. Directors and supervisors shall be
recommended by the shareholders, while the employee supervisor shall be
recommended by the employees, and all directors and supervisors shall be elected
by the shareholders' meeting. 

4.


 The chairman of board of directors of Huitian
shall be one of the directors recommended by Party A, shall be elected by the
board of directors and shall be the legal representative of Huitian. The
chairman of board of supervisors of Huitian shall be one of the supervisors
recommended by Party A and shall be elected by the board of supervisors. 


5. 


Huitian adopts a General Manager responsible system under the leadership of the
board of directors. The management of Huitian shall be consist of five members,
among which three shall be recommended by Party A and two shall be recommended
by Party B. The General Manger shall be engaged by the board of directors, while
the other members of the senior management shall be engaged by the board of
directors according to nominations by the General Manager. 

6. 


The shareholder of Huitian shall exercise voting rights in the shareholders
meeting according to its capital contribution ratio and no resolution of
shareholders' meeting shall be adopted unless a majority of the votes are in
favor of it. However, resolutions by the shareholders' meeting regarding
amendment of the articles of association, increase or decrease of registered
capital, corporate consolidation, split, termination or restructuring, outbound
investment, guarantee and issuance of bonds shall be adopted by shareholders
having at least two thirds (2/3) of the voting rights. 

7.

 Each
director shall have one vote on the resolution of the board of directors of
Huitian. The resolution of the board of directors of Huitian shall not be
effective unless more than half of the directors vote in favor of it. The
following resolutions shall not be effective unless they have had affirmative
votes from more than 2/3 of the directors of the board of directors: 

7.1

Hiring or
dismissing senior management, such as General Manager, Chief Financial Officer,
Deputy General Manager, etc. 

7.2 


Providing
mortgage and guarantee with company's assets, and other matters involving
security of company's assets. 

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8.  

In regards to the
above-mentioned cooperative terms, Party A and Party B will, on a timely basis,
convene shareholders' meeting, amend the articles of association of Huitian,
recommend directors and supervisors according to the stipulations by the
articles of association, convene meetings of the board of directors and the
board of supervisors, and hire General Manager and other senior management
according to the stipulations by the articles of association.  


III. Covenants by Both Parties  


1.  

Party B has already conducted
appraisal of the assets of Huitian before the transfer of the equity interest by
the Transferor and has already known the general business, financial and
operation situation of Huitian. Party B and the Transferor have already agreed
on the Transfer Price and method of payment thereof. Any contractual disputes
shall be resolved between Party B and the Transferor without injuring the rights
of Party A in Huitian and the rights of Huitian for any reasons.  

2.

Considering Party
B has relative technical strength and rich management experience in biologic
products industry, Party B warrants that the execution of the equity transfer
agreement with the Transferor and the cooperation with Party A are manifestation
of its true intention and it will perform the following duties as a shareholder:


2.1



Provide technical support to Huitian to the extent permitted by laws and
regulations, provide abundant human resources to procure Huitian to accomplish
the GMP renovation, new products research and development, and provide
comprehensive support on the products which Party B owns while Huitian does not
own so as to procure Huitian to expand its product categories. 

2.2



Provide without reservation to Huitian management experience that it has
accumulated through years, periodically or irregularly organize work exchanges
between Huitian and Party B so as to optimize Huitian's management. 

2.3



Coordinate with Party A and Huitian to maintain good public relations with
governmental authorities, industrial regulators and industrial associations so
as to maintain a good public image. 

2.4


The assigned employees (including senior management) are Party B's main
technical and management officers who shall have competence for the respective
positions in Huitian. If they are not competent for Huitian's positions, Party A
is entitled to request replacement till its satisfaction. 

3. 



Party A covenants to assist Party B to go through the formalities for AIC
alteration registration after the completion of transfer of equity interest and
to complete the reelection and engagement of the board of directors, the board
of supervisors and senior management as soon as possible. 

4.


Party A covenants to abide by the Company Law of the People's Republic of China
and the articles of association of Huitian and cooperate with Party B to promote
sustained and healthy development of Huitian. Both Parties agree to conduct
communications in advance of material matters or decisions, agree with the
current working guidelines, will improve the legal 

person governance structure of Huitian,
and will establish operation and management structures in compliance with GMP
criteria and market economy requirements for purpose of win-win results. 


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5.



The human resources management of
Huitian will follow the principle that the positions shall be established
according to needs and employment decisions shall be made on the basis of merit.
The employees assigned by both Parties shall be appointed according to the needs
of positions. The current mid-level and senior-level managements assigned by
Party A shall be maintained stable, while Party B's appointees may fill in
positions on a supplementary basis. 


IV. 

Liabilities for
Breach of Contract 


This Agreement shall take effect immediately
after execution by the representatives of Party A and Party B. Both Parties
shall strictly abide by this Agreement. The breaching Party shall bear the
liabilities for breach of contract, shall pay liquidated damages of RMB one
million to the non-breaching Party and further compensate the non-breaching
Party for relevant losses. 


V. 

Miscellaneous



1.

 The
remuneration standards for the management staff above the mid level assigned by
Party A and Party B shall be set according to the rules of Huitian. (The
remuneration of the employees assigned by Party A and Party B shall be set by
referring to the standards for the employees in comparable positions in Party A
and Party B.) The payment for social insurance and public housing fund for the
employees assigned by Party A and Party B shall be made by Huitian after being
reviewed by social security authorities according to the standards where Party A
and Party B are located respectively. 

2.


Party A, Party B and the Transferor shall enter into a three-party agreement to
specify the issues arising between the execution of this Agreement and the
completion of the transfer of equity interest and AIC registration of the
transfer. 

3. 


This Agreement is made in eight original sets. Each Party shall
hold four original sets which shall be equally authentic. 

4.



The appendices to this Agreement
include (1) the documents issued by the shareholders' meeting (or board of
directors) of Party B approving the purchase of equity interest; (2) the
documents issued by Party A approving the transfer of equity interest and
waiving the preemptive rights to purchase the equity interest to be transferred;
and (3) the documents issued by the shareholders' meeting of Huitian approving
the equity transfer. 






Party A: Shaanxi Power Construction Corporation (with seal
attached) 

/s/ Signature of legal representative or authorized representative 

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

/s/ Signature of legal representative or authorized representative 

Date of Execution: September 12, 2008. 


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