China Biologic Products, Inc.: Exhibit 10.3 - Prepared by TNT Filings
Inc.




  

  



Exhibit 10.3


Agreement on Equity Transfer, Acquisition,
Joint Venture and Cooperation 

Party A: Shanxi Power Construction
Corporation 

Party B: FAN Qingchu 

Party C: Shandong Taibang Biological Products Co., Ltd


Whereas, Party B has proposed to transfer 35%
of equity interest it holds in Huitain Blood Products Co., Ltd. ("Huitian"), and
after Party A's consent, Party A and Party B entered into the Agreement for
Termination of the Joint Venture and Cooperation Agreement between Shareholders,
according to which Party A agreed to Party C purchasing the 35% of equity
interest Party B holds in Huitian and to Party B and Party C entering into
equity transfer agreement (this Agreement shall prevail in case of any
discrepancy). According to the relevant provisions by the agreement among the
Parties, the Parties have agreed as follows in regards to the relevant issues:


1. 


Before the execution of all the agreements, the Parties shall provide the
following documents as the conditions that these agreements will take effect:
(1) opinions of Party B regarding the equity transfer; (2) documents issued by
the shareholders' meeting (or board of directors) of Party C approving the
acquisition of equity interest; (3) the documents issued by Party A approving
the transfer of equity interest and waiver of preemptive rights to purchase the
equity interest to be transferred; (4) the documents issued by the shareholders'
meeting of Huitian; and (5) the warrant letter issued by Party B to Party A.


2.


Considering the above terms and conditions, Party A, Party B and Party C shall
endeavor to perform its duties and complete the agreed tasks as soon as possible
after conclusion of this Agreement. 

3. 


Huitian is engaging in updating and renovations according to GMP (new
standards). In order to maintain the continuity of these work, Party B covenants
to provide on-site assistance and coordinate to complete internal inspection and
special examination during the periods for renovation, project completion and
launching of production, so as to assure the project can be put into production
smoothly. 

4. 


The period after conclusion of this Agreement and before the completion of the
AIC alteration registration is the transitional period, for which period it is
agreed as follows: 

4.1 



Party C will enjoy corresponding rights in Huitian which Party B enjoyed after
Party C pays the first installment of the Transfer Price according to the terms
and conditions specified by the equity transfer agreement. Party A and Party C
will then convene the shareholders' meeting to discuss the amendment of the
articles of association and reelection of the board of directors and the board
of supervisors. Party A and Party C shall provide before the meeting lists of
the directors and supervisors to be appointed by them to Huitian and their
resumes. 

4.2 



The reelected board of directors should engage the General Manager and other
senior management by a vote of more than 2/3 directors. Considering that Huitian
is in the process of GMP renovation period, the General Manager appointed by
Party B will continue to perform its duties on GMP alteration, quality control
and blood plasma management until the GMP renovation is completed and the
project is officially put into production (for a period not exceeding three
months), and the candidate General Manager appointed by the board of directors
will assume responsibility for the other duties of the General Manager. 


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4.3 



Party A, Party B, Party C and Huitian are responsible for providing the
documents necessary for respective AIC alteration registration and completing
the respective formalities within the time limit specified by the State. 


4.4 



During the Transitional Period, material matters such as execution and
distribution of material documents, execution of material contracts, use of
large amounts of capital (more than RMB 100,000), arrangement of important
projects, employees hire and dismissal, etc. shall not be implemented unless the
legal representative of the company has consented to it. Meanwhile, any outbound
investment or provision of guarantee by Huitian will be subject to consent of
Party C. 

5. 

Liabilities for
Breach of Contract: 

This Agreement shall
take effect immediately after execution by the representatives of Party A, Party
B and Party C. Party A, Party B and Party C 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
Parties and further compensate the non-breaching Parties for respective losses.


6.

Miscellaneous


6.1 

This Agreement is
made in 12 original sets. Each Party shall hold four original sets. This
Agreement shall take effect after being signed and attached seals. 

6.2 

The appendices to
this Agreements include: 

(a)


 (1) opinions of Party B regarding the equity
transfer; (2) documents issued by the shareholders' meeting (or board of
directors) of Party C approving the acquisition of equity interest; (3) the
documents issued by Party A approving the transfer of equity interest and waiver
of preemptive rights to purchase the equity interest to be transferred; (4) the
documents issued by the shareholders' meeting of Huitian; and (5) the warrant
letter issued by Party B to Party A. 

(b)


 (1) equity transfer agreement between Party B
and Party C; (2) Agreement for Termination of the Joint Venture and Cooperation
Agreement between Shareholders; and (3) the Joint Venture and Cooperation
Agreement between Party A and Party C. 

(c)


 the Articles of Association of Party C. 


 

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

/s/ Signature of legal representative or authorized representative 

Party B: 

/s/ FAN Qingchu 

Party C: 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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