China Biologic Products, Inc.: Exhibit 10.1 - Prepared by TNT Filings
Inc.




 

 


BANK OF COMMUNICATIONS LOAN CONTRACT 

(Translated Copy) 

Loan No.:                       
3791102008M100001000 

Borrower:                        
Shandong Taibang Biological Products Co., Ltd 

Address:                         
No.14 East Hushan Road, Taian City, Shandong 

Legal representative:     Lam Tung 

Lender:                           
Taian Branch of the Bank of Communications 

Address:                        
No.55 Dongyue Street, Taian City, Shandong 

According to applicable laws and regulations of the People's
Republic of China (the "PRC"), the Borrower and Lender, after reaching an
agreement through negotiations, hereby enter into this contract pursuant to
Borrower's application to Lender for a working capital loan (the "Loan") 

Article 1.  The Loan 

1.1.     Type of currency: RMB 

1.2.     Loan amount (full-form
characters): Forty millions only 

1.3.     The Loan under this Loan
Contract shall be solely for current capital use. 

1.4.     Loan term: October 28, 2008 to
August 3, 2010 

Article 2.  Interest Rate and Interest Calculation 

2.1.     Interest rate: 7.02%, based on
360 days in a year. 

2.2.     During the term of this Loan
Contract, interest may be changed as prescribed by the People's Bank of China's
Basic Rate when said Bank adjusts its interest rate or rate calculation method,
in which case Borrower's approval is not necessary. 

2.3.     The formula for calculating the
interest is as follows: (Daily rate = Monthly rate / 30; Monthly rate = Annual
rate / 12) Interest on the loan = (the prescribed interest rate under this Loan
Contract) x (Loan amount) x (actual days of use), where actual days of use is
calculated from the day the Loan is issued. 

2.4.     Settlement of interest under
this Loan Contract is to be calculated per actual no. of days. The settlement
date is the 20th day of each month. All principal and interest shall be paid in
full on the day the term of the Loan expires. 



2.5.     Penalty interest will be based
on the prevailing Basic Rate + 50% on any overdue balance and +100% for
misappropriation of loan. 

Article 3.  Release and repayment of funds under the
Loan 

3.1.     Borrower must make the
application to Lender at least 3 banking days in advance. 

3.2.     Lender shall have the right to
examine the following conditions before releasing funds under the Loan and shall
decide whether to release funds based on results of the examination: 

(1)     Whether Borrower has performed
all legally-required procedures such as obtaining government licenses, approvals
and registration and other procedures Lender may require of Borrower; 

(2)     Whether a related guaranty
contract is currently in effect, if any. 

(3)     The financial standing of the
Borrower does not have any adverse material change. 

(4)     The Borrower has complied with
all the terms under this Loan Contract. 

3.3.     Actual loan amount and drawdown
date will be according to Loan Drawdown Voucher; and 

3.4.     The funds release date and
amount shall be as recorded in the Loan Voucher. 

3.5.     Borrower may repay the Loan in
advance upon approval from Lender. 

Article 4.  Borrower's Declaration and Warranties 

4.1.     Borrower is a legal entity and
is eligible to enter into contract on it own and take legal obligation. 

4.2.     Borrower is obliged by signing
this agreement in good faith and has obtained all necessary authorization and
approval under law. 

4.3.     Borrower warrants that all
financial statements and related materials needed by Lender is true, complete
and accurate. 

Article 5.  Lender's Right and Obligation 

5.1.     Lender has the right to demand
repayment the principal, interest, penalty of the Loan, including expenses
payable by the Borrower according to this agreement. Lender shall have the legal
right and other right that is entitled under this agreement. 

5.2.     Except required by law, the
Lender has a duty to keep the Borrower's financial and operations information
confidential. 



Article 6.  Obligations of Borrower 

6.1.     Borrower shall repay principal
and interest in the currency provided in Article 1.1 above. 

6.2.     Borrower shall not
misappropriates loan funds for other purpose. 

6.3.     Borrower shall pay any expenses
incurred under this agreement including but not limit to public notary fee,
verification fee, valuation fee and registration fee. 

6.4.     Borrower warrants that it will
cooperate with Lender on the supervision and inspection of the use of the funds
borrowed under this Loan Contract and of the business condition of Borrower and
that it will promptly provide all financial statements and related materials
needed by Lender, which Borrower warrants to be true, complete and accurate. 

6.5.     Borrower warrants that it will
issue written notices to Lender upon occurrence or possible occurrence of the
following events within thirty days thereof: 

1.     Borrower sells, leases, transfers
or otherwise disposes of all or part of its assets; 

2.     Borrower's operational system or
organizational form of property ownership is changed materially, including, but
not limited to, introducing the practice of contracting, conducting leasing
operations, entering into joint operations, restructuring equity, merging with
(acquiring) other entities, entering into a joint venture (cooperative
arrangement), splitting into separate entities, setting up a subsidiary,
transferring title to property, reducing capital, termination or dissolution and
filing for bankruptcy; 

6.6.     Borrower warrants that it will
issue written notices to Lender upon occurrence or possible occurrence of the
following events within seven days thereof: 

1.     Borrower amends it articles of
association, replaces its legal representative, reduces its registered capital
or makes material changes in its finances or personnel 

2.     Borrower or Guarantor shall or may
or has applied bankruptcy by Creditors. 

3.     Borrower is a party to a material
legal suit or its main assets have been put under property preservation or other
orders; 

4.     Borrower provides a guaranty to a
third party, which will have a material adverse effect on its financial position
or its ability to perform its obligations under this Loan Contract; 

5.     Borrower has signed a significant
contract that has a material impact on its financial and operations; 

6.     Borrower or Guarantor stops
production, suspense business, dismiss, suspense for reorganization, or business
licence is withdrawn or terminated; 



7.    
Illegal activities involving the Borrower, its legal representative or its
principal officers; 

8.     Borrower experiences other matters
which will produce a material adverse effect on its financial position or
ability to repay its debt. 

Article 7  Others (blank) 

Article 8  Demand for Early Repayment 

8.1.     Upon the occurrence of the
following events, Lender has the authority to suspense the release of undrawn
loan, and demand repayment of the principal and interest due immediately: 

1.    
The representation and warranty of the Borrower under clause 4 below is untrue;


2.    
Borrower breaches the conditions of this agreement; 

3.    
Actual occurrence of Clause 6.6. 

4.     During the course of other
business the Borrower with the Lender, there is delay in fulfilling contractual
obligation of the Borrower even after repetitive notices demanding for
rectification. 

Article 9.  Events of Default 

9.1.     Borrower is delinquent in its
repayment of the principal or interest; 

9.2.     Borrower is delinquent to pay
the relevant expenses due to occurrence of clause 9.1.; 

9.3.     Borrower has the act of avoiding
the supervision of the Lender, delaying repayment of principal and interest or
intending to delinquency, the Lender has the right to inform relevant authority
and publish the event in media. 

Article 10  Set Off 

10.1.     Lender has the right to set off
against the balance in Bank of Communication of the Borrower in the event of
overdue principal and interest; 

10.2.     After set off, Lender will
inform Borrower which bank account it has been deducted, Loan Contract no., loan
drawdown voucher number, set off amount and the remaining outstanding amount;


10.3.     In case of insufficient fund,
the set off will follow the sequence. First, to settle any necessary expenses
due but not paid. Second to set off principal, interest, penalty interest and
compound interest less than 90 days and then those amount over 90 days. 



10.4.     In the case of settling between different
currencies, the Lender will adopt the exchange rate quoted by the Bank of
Communications on the day of the set off. 

Article 11  Disputes 

11.1.     Any disputes arising from any clause under this
Agreement shall be resolved at the Court where the Lender is governed. Each
party shall continue to perform the remaining non-disputed clauses under this
Agreement. 

Article 12  Other 

12.1     The Loan Drawdown Voucher under this Loan
Contract and related documents and materials confirmed by both parties are
inseparable components of this Loan Contract. 

12.2     This Loan Contract shall become effective upon
signature (or seal) by legal representatives or authorized representatives of
both parties and upon the affixing of the official seals of both parties. 

9.4.     This Loan Contract has three originals, which
are identical to each other, with each of the parties holding one copy. 

Borrower (Official Seal): Shandong Taibang Biological Products Co., Ltd 

Legal Representative or Authorized Representative 

  (Signature or Personal Seal): 

Date of Signature: 28 October, 2008 

Lender (Official Seal): Taian Branch of the Bank of Communications, Loan
Contract seal 

Legal Representative or Authorized Representative 

  (Signature or Personal Seal): 

Date of Signature: 28 October, 2008