3SBio Inc. - Exhibit 4.9 - Filed by newsfilecorp.com







	
      Exhibit 4.9 

       



PARTNERSHIP AGREEMENT 

Table of Contents 

	1. 	
      Definition and Interpretation

	 	 
	2. 	
      Establishment of Investment Center

	 	 
	3. 	
      Mode, Amount and Payment Period of Capital
      Contribution

	 	 
	4. 	
      Execution of Matters of Investment Center

	 	 
	5. 	
      Management Fee

	 	 
	6. 	
      Distribution of Investment Income and Allocation of
      Loss

	 	 
	7. 	
      Properties of Investment Center

	 	 
	8. 	
      Admission to and Withdrawal from
Partnership

	 	 
	9. 	
      Conversion of Nature of Partner

	 	 
	10. 	
      Dissolution and Liquidation

	 	 
	11. 	
      Representation and Warranty

	 	 
	12. 	
      Liabilities for Breach

	 	 
	13. 	
      Effectiveness and Termination

	 	 
	14. 	
      General Provisions







This Partnership Agreement (“Agreement”) is made and entered
into by and among the following parties on April 25, 2011 in Taizhou, Jiangsu,
the People’s Republic of China (“China”; for the purpose of this Agreement, the
term “China” excludes Hong Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan): 

	(1) 	
      Shenyang Sunshine Pharmaceutical Co., Limited (“Shenyang
      Sunshine”); a limited liability company duly established and existing
      under the laws of China, with its domicile at No. 1-3, Road No. 10,
      Shenyang Economic & Technical Development Zone, the registration
      number of its business license being 210100401001670 (1-1) and its legal
      representative being Lou Jing;

	 	 
	(2) 	
      Taizhou Oriental CMC Limited (“Taizhou East”), a limited
      liability company duly established and existing under the laws of China,
      with its domicile at No. 1, CMC RoadCMC Road, Taizhou, Jiangsu, the
      registration number of its business license being 321200000021238 and its
      legal representative being Qian Ling;

	 	 
	(3) 	
      Taizhou Huan Sheng Investment Management Company Limited
      (“Management Company”), a limited liability company duly established and
      existing under the laws of China, with its domicile at Room 199, Building
      1, No. 1, CMC RoadCMC Road, Taizhou, Jiangsu, the registration number of
      its business license being 321291000023489 and its legal representative
      being Lou Jing;



Shenyang Sunshine, Taizhou East and Management Company are
hereinafter referred to as “Party” respectively and “All Parties” collectively;
as for a party, all other partners are hereinafter referred to as “Other
Parties”. 

Whereas:

For the purpose of bringing the advantages of All Parties into
full play and realizing the win-win cooperation among All Parties and on the
basis of the principles of complementation, mutual benefits, long-term
cooperation and joint development, All Parties plan to jointly establish a
limited liability partnership mainly engaged in investment in pharmaceutical and
medical industries in Jiangsu China.

Therefore, All Parties, in accordance with the provisions of
relevant laws of regulations of China and through amicable negotiation, agree as
follows: 

1.       Definition and
Interpretation 

Unless otherwise specified in this Agreement, the following
words and expressions used in this Agreement shall have the meaning given as
follows: 

	 	Investment Center 	shall 	
      have the meaning as given by Article 2.1 hereof;
  

	 	  	  	
       

	 	Operating Term 	shall 	
      have the meaning as given by Article 2.6 hereof;
  

	 	  	  	
       

	 	Board of Directors 	shall mean 	
      the board of directors of Management Company; 

	 	  	  	
       

	 	Partners’ Meeting 	shall mean 	
      the partners’ meeting of Investment Center, which is
      composed of All Partners (including General Partner) of Investment Center;
      

	 	  	  	
       

	 	Management Fee 	shall mean 	
      the management fee paid by Investment Center to General
      Partner for the management by General Partner on its matters; 

	 	  	  	
       

	 	Management Company 	shall mean 	
      Taizhou Huan Sheng Investment Management Co., Ltd., a
      limited liability company duly established and existing under the laws of
      China; 



-2 - 





	
      Exhibit 4.9 

       




	 	Management Team 	shall 	
      have the meaning as given by Article 4.6 hereof;
  

	 	  	  	
       

	 	General Partner 	shall mean 	
      Management Company; 

	 	  	  	
       

	 	Executive Partner 	shall mean 	
      General Partner; 

	 	  	  	
       

	 	Limited Partners 	shall mean 	
      Shenyang Sunshine and Taizhou East when Investment Center
      is established, and shall include any new limited partner if such new
      limited partner is admitted to the partnership after Investment Center is
      established; 

	 	  	  	
       

	 	Investment Committee 	shall mean 	
      have the meaning as given by Article 4.4 hereof;
  

	 	  	  	
       

	 	Investment Income 	shall mean 	
      all incomes distributed to Investment Center owing to the
      investment in an Investment Project (including but not limited to
      dividends, bonus, interests and considerations) and all incomes arising
      from withdrawal from an Investment Project;

	 	  	  	
       

	 	Investment Project 	shall mean 	
      any investment object in which Investment Center plans to
      invest or has invested; 

	 	  	  	
       

	 	Shenyang Sunshine 	shall mean 	
      Shenyang Sunshine Pharmaceutical Co., Ltd., a limited
      liability company duly established and existing under the laws of China;
      

	 	  	  	
       

	 	Taizhou East 	shall mean 	
      Taizhou Oriental CMC Limited, a limited liability company
      duly established and existing under the laws of China; 

	 	  	  	
       

	 	Class-1 Project 	shall mean 	
      any Investment Project for which the lump-sum investment
      or accumulative investment made by Investment Center exceeds RMB thirty
      million (RMB 30,000,000); 

	 	  	  	
       

	 	Class-2 Project 	shall mean 	
      any Investment Project for which the lump-sum investment
      or accumulative investment made by Investment Center is no more than RMB
      thirty million (RMB 30,000,000); 

	 	  	  	
       

	 	Notice 	shall 	
      have the meaning as given by Article 14.2 hereof;
  

	 	  	  	
       

	 	Confidential Information 	shall 	
      have the meaning as given by Article 14.1 hereof;
  

	 	  	  	
       

	 	Dispute 	shall 	
      have the meaning as given by Article 14.12 hereof;
  

	 	  	  	
       

	 	China 	shall mean 	
      the People’s Republic of China; for the purpose of this
      Agreement, the term “China” excludes Hong Kong Special Administrative
      Region, Macao Special Administrative Region and Taiwan.









	2. 	
      Establishment of Investment
  Center




	2.1 	
      Name: All Parties agree to, by jointly making capital
      contribution, establish a limited liability partnership mainly engaged in
      investment in pharmaceutical and medical industries, of which the name is
      “Taizhou Huan Sheng Healthcare Industry Investment Center, LLP"
      (“Investment Center”, which is a temporarily determined name, and is
      subject to the approval by industrial & commercial administration
      authority).

	 	 
	2.2 	
      Organizational form: Investment Center is formed as a
      limited liability partnership.

	 	 
	2.3 	
      Registered address: The registered address of Investment
      Center is Taizhou, Jiangsu, China [No. 1, CMC Road, Taizhou,
    Jiangsu].

	 	 
	2.4 	
      Purpose: Investment Center will be engaged in investment
      and investment consultation in biopharmaceutical industry, medical
      industry and other hi-tech industry, and will dedicate itself to
      maximizing the interests of All Partners.

	 	 
	2.5 	
      Business scope: Investment Center will mainly invest in
      pharmaceutical, medical or healthcare projects (such as startup
      enterprises and growing enterprises engaged in large molecule medicines,
      small molecule medicines,, medical device, medical treatment, medical
      & healthcare service and biological agriculture), and other projects
      as recognized by General Partner. An enterprise in which Investment Center
      is to invest shall be the enterprise which has entered into the clinical
      application procedure (namely the enterprise which meet the conditions for
      application and has apply with the competent authority), and at least
      thirty percents (30%) of total capital contribution made by All Partners
      of Investment Center shall be invested in enterprises located in Taizhou
      Medicine Hi-tech Industrial Park [“Park”] (including the enterprises which
      are registered in the Park and the enterprises which carry out relevant
      businesses in the Park). As for any enterprise which is located outside
      the Park and in which Investment Center makes investment, in case such
      enterprise agrees to set up a branch or other subsidiary with independent
      legal personality in the Park or implement any relevant project
      construction and will pay taxes to the Park after Investment Center makes
      investment therein, such enterprise will be deemed as an enterprise
      located in the Park in which Investment Center makes investment.

	 	 
	2.6 	
      Operating Term: The operating term of Investment Center
      shall be eight (8) years (“Operating Term”), starting from the date on
      which the business license of Investment Center is issued. Upon
      expiration, the Operating Term may be extended by All Partners upon
      unanimous consent.




	3. 	
      Mode, Amount and Payment Period of Capital
      Contribution




	3.1 	
      The partners of Investment Center include a general
      partner and several limited partners. The general partner of Investment
      Center (“General Partner”) is Management Company (domiciled at Room 199,
      Building 1, No. 1, CMC Road, Taizhou, Jiangsu); the limited partners of
      Investment Center (“Limited Partners”) upon the establishment of
      Investment Center are Shenyang Sunshine (domiciled at No. 1-3, Road No.
      10, Shenyang Econpomic & Technical Development Zone) and Taizhou East
      (domiciled at No. 1, CMC Road, Taizhou, Jiangsu). If any new limited
      partner is admitted to the partnership after Investment Center is
      established, the Limited Partners shall include such new limited
      partner.

	 	 
	3.2 	
      Upon the establishment of Investment Center, the total
      capital contribution subscribed by All Partners amount to RMB two hundred
      and fifty million (RMB250,000,000).

	 	 
	3.3 	
      The capital contribution subscribed by Management Company
      amounts to RMB one million (RMB1,000,000), which shall be made in cash.
      Management Company shall pay up the capital contribution subscribed in a
      lump sum within thirty (30) working days after the business license of
      Investment Center is issued.



-4 - 





	
      Exhibit 4.9 

       




	3.4 	
      The capital contribution subscribed by Taizhou East
      amounts to RMB fifty million (RMB 50,000,000), which shall be made in
      cash. Taizhou East shall pay up the capital contribution subscribed in a
      lump sum within thirty (30) working days after the business license of
      Investment Center is issued.

	 	 
	3.5 	
      The capital contribution subscribed by Shenyang Sunshine
      amounts to RMB one hundred and ninety-nine million (RMB199,000,000), which
      shall be made in cash. The first installment of capital contribution made
      by Shenyang Sunshine amounts to RMB fifty million (RMB50,000,000), and
      shall be paid up by Shenyang Sunshine in a lump sum within thirty (30)
      working days after the business license of Investment Center is issued.
      The time for payment of remaining capital contribution by Shenyang
      Sunshine will be separately determined by All Parties through
      negotiation.

	 	 
	3.6 	
      General Partner shall open a special bank account in the
      name of Investment Center for receiving the capital contribution made by
      All Partners, and any outward payment from such bank account shall be
      signed by the legal representative or authorized representative of General
      Partner and be stamped with the official seal of General
Partner.

	 	 
	4. 	
      Execution of Matters of Investment
Center

	 	 
	4.1 	
      The Partners’ Meeting of Investment Center shall be
      composed of All Partners, and the following major matters shall be subject
      to unanimous consent of All Partners at Partners’
  Meeting:




	 	(1) 	
      Disposal of any personal or real property of Investment
      Center;

	 	 	 
	 	(2) 	
      Transfer or disposal of any intellectual property right
      or other property right of Investment Center;

	 	 	 
	 	(3) 	
      Provision of security for others in the name of
      Investment Center.




	4.2 	
      General Partner shall act as Executive Partner of
      Investment Center:

	 	 	 
		(1) 	
      The only prerequisite for Executive Partner is that it
      shall be the general partner of Investment Center, and the procedure for
      selection of Executive Partner shall be the same as the procedure for
      generation of General Partner;

	 	 	 
		(2) 	
      By signing this Agreement, All Partners shall be deemed
      as having selected Management Company, namely the general partner of
      Investment Center as the executive partner of Investment Center;

	 	 	 
		(3) 	
      The powers and duties of Executive Partner shall be the
      same as the powers and duties of General Partner as specified in this
      Agreement; Executive Partner shall seek interests for Investment Center on
      the basis of the principle of good faith; should Investment Center incur
      major losses owing to willful misconduct or gross negligence of Executive
      Partner, Executive Partner shall be liable to compensate Investment Center
      for such losses;

	 	 	 
		(4) 	
      The conditions and procedure for removal of Executive
      Partner shall be the same as the conditions and procedure for removal of
      General Partner;

	 	 	 
		(5) 	
      Unless General Partner has withdrawn from the
      partnership, Investment Center may not change the Executive
  Partner.

	 	 	 
	4.3 	
      The matters of Investment Center to be executed by
      General Partner shall include (without limitation):

	 	 	 
		(1) 	
      Modification to name of Investment Center;

	 	 	 
		(2) 	
      Decision on admission of any Limited Partner to or
      withdrawal by any Limited Partner from the partnership Limited
    Partner;








	 	(3) 	
      Employment or dismissal of any management personnel of
      Investment Center;

	 	 	 
	 	(4) 	
      Employment or dismissal of any law firm, accounting firm
      or other intermediary service institution of Investment Center;

	 	 	 
	 	(5) 	
      Selection of Investment Projects;

	 	 	 
	 	(6) 	
      Investment in any specific Investment Project;

	 	 	 
	 	(7) 	
      Management on Investment Projects;

	 	 	 
	 	(8) 	
      Withdrawal from any specific Investment
Project;

	 	 	 
	 	(9) 	
      Decision on time for distribution of Investment
      Income;

	 	 	 
	 	(10) 	
      Implementation of distribution of Investment
    Income;

	 	 	 
	 	(11) 	
      Other matters which shall be executed by General Partner
      as specified in this Agreement, and other matters relating to management,
      control and operation of Investment Center.




	4.4 	
      Investment Center shall set up an investment committee
      (“Investment Committee”), which shall be accountable to Partners’ Meeting.
      Investment Committee shall be composed of seven

	 	 	 
		(7) 	
      members, among which five (5) members are the members of
      Board of Directors and two

	 	 	 
		(2) 	
      members are appointed by Taizhou East.

	 	 	 
	4.5 	
      The powers and duties of Investment Committee
    include:

	 	 	 
		(1) 	
      To find and select Investment Projects;

	 	 	 
		(2) 	
      To review and approve the investment & withdrawal
      program submitted by Board of Directors for any Class-2 Project;

	 	 	 
		(3) 	
      To submit the investment & withdrawal program and
      relevant materials of Class-1 Projects to Partners’ Meeting for review and
      approval;

	 	 	 
		(4) 	
      Other powers and duties as specified in this Agreement or
      granted by Partners’ Meeting.

	 	 	 
	4.6 	
      General Partner shall set up a management team
      (“Management Team”) for the investment matters of Investment Center. The
      members of Management Team shall be nominated by the general manager of
      General Partner and be employed or dismissed by Board of Directors (the
      employment or dismissal of any member of Management Team shall be subject
      to consent of at least two thirds (2/3) of all members of Board of
      Directors). The composition, remuneration and welfare of members of
      Management Team shall be decided by Board of Directors.

	 	 	 
	4.7 	
      The powers and duties of Management Team
  include:

	 	 	 
		(1) 	
      To implement the investment & withdrawal matters for
      Investment Projects approved by Board of Directors or Investment
      Committee, including (without limitation) to negotiate with the concerned
      parties, to carry out due diligence investigation for Investment Projects,
      to draft the relevant intention letters, memorandums, contracts,
      agreements and other documents, and to deal with or assist concerned
      parties in dealing with governmental approval, registration or filing
      necessary for Investment Projects;

	 	 	 
		(2) 	
      To submit the drafted intention letters, memorandums,
      contracts, agreements and other documents to Board of Directors or
      Investment Committee for deliberation and approval;

	 	 	 
		(3) 	
      To follow up Investment Projects, contact with concerned
      parties on a regular basis, and report major matters relating to
      Investment Projects to Board of Directors and Investment Committee in
      time;

	 	 	 
		(4) 	
      Other powers and duties as granted by Board of
      Directors.

	 	 	 
	4.8 	
      A member of Board of Directors or an officer of General
      Partner may concurrently act as a member of Investment Committee and/or
      Management Team.



-6 - 





	 Exhibit
        4.9 

       





	4.9 	
      The investment in and withdrawal from any Class-2 Project
      as well as the intention letter, memorandum, contract, agreement and other
      document drafted by Management Team relating to any Class-2 Project shall
      be subject to the review and approval by Investment Committee. The
      resolutions made by Investment Committee shall be subject to the consent
      of at least two thirds (2/3) of all members of Investment
  Committee.

	 	 	 
	4.10 	
      The investment in and withdrawal from any Class-2 Project
      as well as the intention letter, memorandum, contract, agreement and other
      document drafted by Management Team relating to any Class-2 Project shall
      be subject to the review and approval by Partners’ Meeting. The
      resolutions made by Partners’ Meeting shall be subject to the consent of
      the members of Partners’ Meeting which totally hold at least two thirds
      (2/3) of all shares of Investment Center.

	 	 	 
	4.11 	
      For avoiding doubt, in case Investment Center intends to
      make further investment in any Class-2 Project and after such further
      investment the accumulative investment made by Investment Center in such
      Class-2 Project will exceed RMB thirty million (RMB 30,000,000), then such
      Class-2 Project will become a Class-1 Project. The said further investment
      made by Investment Center in such Class-2 Project as well as the future
      investment in or withdrawal from such Class-2 Project shall be subject to
      the review and approval by Partners’ Meeting.

	 	 	 
	4.12 	
      In the course of execution of matters of Investment
      Center, General Partner (including its Board of Directors and Management
      Team) may not:

	 	 	 
		(1) 	
      Conduct any act in violation of the provisions of the
      Applicable Laws and this Agreement;

	 	 	 
		(2) 	
      Keep for its own any interest which shall belong to
      Investment Center by making use of its position;

	 	 	 
		(3) 	
      Conduct any other act which will damage the lawful rights
      and interests of Investment Center and/or Limited Partners.

	 	 	 
	4.13 	
      No Limited Partner may execute the matters of Investment
      Center, provided that the following behaviors of a Limited Partner shall
      not be deemed as execution of matters of Investment Center:

	 	 	 
		(1) 	
      To participate in the decision on admission of General
      Partner to or withdrawal by General Partner from the
partnership;

	 	 	 
		(2) 	
      To bring forth suggestions on operation and management of
      Investment Center;

	 	 	 
		(3) 	
      To obtain the audited financial/accounting reports of
      Investment Center;

	 	 	 
		(4) 	
      To get access to accounting/financial books and other
      financial data of Investment Center when its own interests are
      involved;

	 	 	 
		(5) 	
      To claim against or bring an action against the liable
      Partner when its interests in Investment Center are damaged;

	 	 	 
		(6) 	
      To urge General Partner to exercise the rights when
      General Partner delays in exercising rights, or bring an action in its own
      name and for the interests of Investment Center;

	 	 	 
		(7) 	
      To legally provide guaranty for Investment Center with
      the prior written consent of General Partner.




	5. 	
      Management Fee




	5.1 	
      The Investment Center shall, in accordance with the
      provisions of this Agreement, pay the Management Fee to the General
      Partner.








	5.2 	
      During the Operating Term of Investment Center, the
      annual Management Fee payable by Investment Center to General Partner
      shall be two point five percents (2.5%) of total capital contribution made
      by All Partners.

	 	 
	5.3 	
      For avoiding doubt, the Management Fee does not cover the
      registration fee, attorney’s fee, audit fee, other intermediary service
      fee and liquidation expenses arising from the establishment, existence,
      fund raising, project management, investment withdrawal and registration
      cancellation of Investment Center, and also does not cover the expenses
      arising from purchase/leasing of office and office equipment of Investment
      Center as well as the expenses relating to employees of Investment Center
      (including but not limited to salary, welfare expenses and travel
      expenses), and the above-mentioned expenses shall all be borne by
      Investment Center.

	 	 
	5.4 	
      Investment Center shall pay the Management Fee to General
      Partner on the basis of calendar year. As for a period less than one year,
      the Management Fee shall be adjusted in accordance with the proportion of
      total days of such period in total days of a year. Investment Center
      shall, by January 30 in each year, pay the Management Fee for such year to
      General Partner, provided that the Management Fee for the first year shall
      be paid within 30 days after the business license of Investment Center is
      issued.




	6. 	
      Distribution of Investment Income and Allocation of
      Loss




	6.1 	
      The distribution of Investment Income shall be made on
      the basis of every specific Investment Project.

	 	 
	6.2 	
      After the withdrawal from a specific Investment Project,
      General Partner shall, at the time point determined by it for the
      distribution of the Investment Income arising from such Investment
      Project, distribute the Investment Income arising from such Investment
      Project among All Partners in proportion to the capital contribution made
      by every Partner upon the establishment of Investment Center (namely,
      twenty percents for Taizhou East (20%); seventy nine point six for
      Shenyang Sunshine (79.6%); zero point four percents for Management Company
      (0.4%)), until the total Investment Income distributed to All Partners is
      equal to the accumulative investment made by Investment Center in such
      Investment Project.

	 	 
	6.3 	
      In case there is still remaining Investment Income after
      the distribution in accordance with Article 6.2 hereof is completed,
      eighty percents (80%) of the remaining income shall be distributed among
      Limited Partners in proportion to the capital contribution respectively
      made by them upon establishment of Investment Center, and twenty percents
      (20%) shall be distributed to General Partner.

	 	 
	6.4 	
      Taizhou East shall award fifty percents (50%) of the
      Investment Income received by it in accordance with Article 6.3 hereof to
      Management Team as the performance-based remuneration.

	 	 
	6.5 	
      General Partner shall award fifty percents (50%) of the
      Investment Income received by it in accordance with Article 6.3 hereof to
      Management Team as the performance-based remuneration.

	 	 
	6.6 	
      In case Investment Center incurs any loss, such loss
      shall be allocated to All Partners in proportion to their respective
      capital contribution, provided that Limited Partners will be liable for
      the debts of Investment Center to the extent of its capital contribution,
      and General Partner will undertake unlimited joint and several liabilities
      for the debts of Investment Center.




	7. 	
      Properties of Investment
Center




	7.1 	
      The capital contribution made by All Partners as well as
      the income and other properties legally obtained in the name of Investment
      Center shall all be the properties of Investment
Center.



-8 - 





	 Exhibit
        4.9 

       





	7.2 	
      Prior to the liquidation of Investment Center, no Partner
      may request the division of properties of Investment Center.

	 	 
	7.3 	
      Within the Operating Term (including any extended term),
      no Partner may pledge all or any of its share in properties of Investment
      Center without the prior written consent of General Partner.

	 	 
	7.4 	
      Within the Operating Term (including any extended term),
      no Partner may transfer to any person other than a Partner all or any of
      its share in properties of Investment Center without the prior written
      consent of General Partner.

	 	 
	7.5 	
      In case a Partner intends to transfer all or any of its
      share in properties of Investment Center to Other Partners, all Other
      Partners shall be informed thereof thirty (30) days in advance. Where two
      or more Other Partners intend to purchase such property share, then, under
      the same conditions, the proportion of property share to be purchased by
      them shall be determined through negotiation among them; in case the
      negotiation fails, the proportion of their respective capital contribution
      shall apply.




	8. 	
      Admission to and Withdrawal from
  Partnership




	8 	
      1 For the admission of a new partner to the partnership,
      the prior written consent from General Partner is required, and a written
      partnership admission agreement shall be concluded by and between All
      Partners and the new partner.

	 	 
	8.2 	
      Unless otherwise specified in Article 8.7 hereof, a new
      partner may only be admitted to the partnership as a limited partner. A
      new limited partner admitted to the partnership shall be liable for the
      debts incurred by Investment Center before it is admitted to the
      partnership to the extent of the capital contribution made by it. The new
      general partner admitted to the partnership in accordance with the
      provisions of Article 8.7 hereof shall undertake unlimited joint and
      several liabilities for the debts incurred by Investment Center before it
      is admitted to the partnership.

	 	 
	8.3 	
      Under any of the following circumstances, it is mandatory
      for a Partner to withdraw from the partnership, and the effective date of
      withdrawal shall be the date on which such circumstance actually
      occurs:




	 	(1) 	
      Such Partner gets its business license legally revoked,
      is ordered to get dissolved, or is declared as bankrupt;

	 	 	 
	 	(2) 	
      Such Partner loses any qualification which is specified
      as necessary by Applicable Laws;

	 	 	 
	 	(3) 	
      All property share of such partner in Investment Center
      is subject to forcible execution by the people’s court;

	 	 	 
	 	(4) 	
      Any other circumstance as specified by the Applicable
      Laws.




	8.4 	
      In case of termination of Limited Partner, its successor
      in title may legally obtain its title in Investment
  Center.

	 	 	 
	8.5 	
      Should any Partner be involved in any of the following
      circumstances, such Partner may be expelled from the partnership by a
      resolution adopted by the all Other Partners upon unanimous
  consent:

	 	 	 
		(1) 	
      Such Partner fails to perform the obligation to pay
      capital contribution in accordance with this Agreement or any cooperation
      agreement separately signed by All Parties;

	 	 	 
		(2) 	
      Investment Center incurs the loss amounting to RMB ten
      million (RMB 10,000,000) owing to any willful misconduct or gross
      negligence of such Partner;








	 	(3) 	
      Investment Center incurs the loss amounting to RMB ten
      million (RMB 10,000,000) owing to any misconduct of such Partner in
      execution of matters of the partnership.




		
      The resolution to expel a Partner shall be delivered to
      such Partner in writing. The expulsion shall become effective and the
      expelled partner shall withdraw from the partnership as of the date on
      which the notice of expulsion is received by the expelled partner. Should
      the expelled partner object to the resolution for expulsion, it may bring
      a suit to the people’s court within thirty (30) days of receipt of the
      notice of expulsion.

	 	 
		
      In case the expelled partner causes any loss to
      Investment Center for the reason as specified in Article 8.5(2) or 8.5(3)
      hereof, the expelled partner shall also be liable to make
    compensation.

	 	 
	8.6 	
      Unless withdrawing from the partnership in accordance
      with the provisions of Article 8.3 or Article 8.5 hereof, no Limited
      Partner may request for withdrawal from the partnership without the prior
      written consent from General Partner. Should there be only General Partner
      in Investment Center after the Limited Partners withdraw from the
      partnership, then Investment Center shall be dissolved.

	 	 
	8.7 	
      In case General Partner withdraws from the partnership
      for any reason, Shenyang Sunshine shall, within thirty (30) days after the
      date on which General Partner withdraws from the partnership, appoint a
      third party as the general partner of Investment Center, otherwise
      Investment Center shall be dissolved upon expiration of the
      above-mentioned thirty-day period.

	 	 
	8.8 	
      In case any Partner withdraws from the partnership, the
      Other Partners shall conduct settlement therewith in light of the
      conditions of properties of Investment Center at the time of withdrawal,
      and redeem the share of properties of such Partner. The withdrawing
      partner shall be liable to make compensation for the losses incurred by
      Investment Center owing to any reason attributable to such withdrawing
      partner, and the amount payable to such withdrawing partner shall be
      deducted accordingly. Where there is any outstanding matter of Investment
      Center at the time of withdrawal, the settlement shall be made only after
      such matter has been dealt with.

	 	 
	8.9 	
      After a Limited Partner withdraws from the partnership,
      such Limited Partner shall be liable for the debts of Investment Center
      caused by any reason attributable to such Limited Partner before its
      withdrawal to the extent of the properties it received from Investment
      Center upon withdrawal from the partnership; after General Partner
      withdraws from the partnership, General Partner shall undertake unlimited
      joint and several liabilities for the debts of Investment Center caused by
      any reason attributable to General Partner before its
  withdrawal.




	9. 	
      Conversion of Nature of
Partner




	9.1 	
      No conversion may be carried out between General Partner
      and Limited Partner.




	10. 	
      Dissolution and
Liquidation




	10.1 	
      Investment Center shall be dissolved under any of the
      following circumstances:




	 	(1) 	
      The Operating Term has expired and All Partners fail to
      reach agreement on extension of Operating Term;

	 	 	 
	 	(2) 	
      The dissolution is required in accordance with the
      provisions of Articles 8.6 and 8.7 hereof;

	 	 	 
	 	(3) 	
      All Partners have decided to dissolve Investment
      Center;

	 	 	 
	 	(4) 	
      The number of Partners has been less than the quorum for
      thirty days;

	 	 	 
	 	(5) 	
      The partnership purpose specified in this Agreement has
      been accomplished, or is not capable of being
  accomplished;



-10 - 





	 Exhibit
        4.9 

       





	 	(6) 	
      Investment Center has got its business license legally
      revoked, has been ordered to shut down itself or has been
  cancelled;

	 	 	 
	 	(7) 	
      Any other cause for dissolution of the partnership as
      specified by the Applicable Laws has occurred.




	10.2 	
      In case Investment Center is dissolved, the liquidation
      shall be carried out by the liquidator. The liquidator shall be composed
      of All Partners. Upon consent by a majority of All Partners, one or more
      Partners may be designated or a third party may be appointed to serve as
      the liquidator with fifteen (15) days after the cause for dissolution of
      Investment Center occurs.

	 	 
	10.3 	
      Failure to appoint the liquidator within fifteen (15)
      days after the cause for dissolution of Investment Center occurs shall
      entitle the Partners or other interested persons to petition the people’s
      court for appointment for liquidator.

	 	 
	10.4 	
      The liquidator shall deal with the following matters
      during the liquidation:




	 	(1) 	
      To identify the properties of Investment Center, and
      prepare a balance sheet and a schedule of properties
  respectively;

	 	 	 
	 	(2) 	
      To deal with outstanding matters of Investment Center
      which are related to liquidation;

	 	 	 
	 	(3) 	
      To make full payment of taxes owed;

	 	 	 
	 	(4) 	
      To sort out the creditor’s rights and debtor’s
      liabilities;

	 	 	 
	 	(5) 	
      To dispose of the remaining properties of Investment
      Center after full payment of debts

	 	 	 
	 	(6) 	
      To participate in litigation and arbitration on behalf of
      Investment Center.




	10.5 	
      The liquidator shall inform all creditors of Investment
      Center of the dissolution of Investment Center within ten (10) days after
      it is appointed, and shall announce such dissolution on newspaper within
      sixty (60) days.

	 	 
	10.6 	
      After the liquidation, the remaining properties which are
      available for distribution in accordance with the Applicable Laws shall be
      distributed among all partners by reference to the provisions of Article 6
      hereof.

	 	 
	10.7 	
      After the liquidation is completed, the liquidator shall
      prepare the liquidation report, and shall, within fifteen (15) days after
      such report is signed and stamped with official seal by All Partners,
      submit such report to the registration authority of Investment Center and
      apply for going through the formalities for cancellation of registration
      of Investment Center.




	11. 	
      Representation and
Warranty




	11.1 	
      Every Party hereby represents and warrants to all Other
      Parties as follows:




	 	(1) 	
      It is a limited liability company duly established and
      existing under the Applicable Laws;

	 	 	 
	 	(2) 	
      It has the right to execute and perform this Agreement,
      and its execution and performance of this Agreement will not (i) violate
      any law, court judgment or arbitration award which it must abide by; or
      (ii) violate any document on the basis of which it is duly established and
      existing; or (iii) violate any document or agreement to which it is
      contracting party or which is binding upon its assets;

	 	 	 
	 	(3) 	
      It is not presently involved in any mater which may
      impose major adverse impact on any matter under this Agreement or any
      other Partner;

	 	 	 
	 	(4) 	
      All materials delivered by it to all Other Parties are
      true, accurate, complete and free of any misleading
  statement.








	12. 	
      Liabilities for Breach




	12.1 	
      After this Agreement is signed, All Parties shall, on the
      basis of the principle of good faith, perform various obligations as
      specified in this Agreement. Should any Party breach this Agreement and
      thus the Other Parties incur losses, the non-breaching parties shall have
      the right to require the breaching party to make compensation for all
      losses of non-breaching parties caused by such breach.

	 	 
	12.2 	
      For avoiding doubt, should any Party fail to perform the
      capital-contribution obligation in time in accordance with the provisions
      of this Agreement, such Party shall, for each and every day of delay, pay
      1/10,000 of the overdue amount to all Other Parties respectively as the
      penalty.




	13. 	
      Effectiveness and
Termination




	13.1 	
      This Agreement shall come into effect as of the date on
      which it is signed by legal representatives or authorized representatives
      of All Parties and stamped with official seals of All Partners.

	 	 
	13.2 	
      After coming into effect, this Agreement shall remain in
      full force and effect until (i) the date on which the registration of
      Investment Center is cancelled; or (ii) All Parties agree in writing to
      terminate this Agreement; or (iii) this Agreement is terminated in
      accordance with the Applicable Laws, whichever occurs earlier.

	 	 
	13.3 	
      The termination of this Agreement for any reason shall
      not release any already-accrued liability for breach of a Party towards
      all Other Parties, and shall also not release any liability for breach of
      a Party towards all Other Parties which arises after the termination of
      this Agreement owing to any act or omission conducted by such Party before
      the termination of Agreement.




	14. 	
      General Provisions




	14.1 	
      Confidentiality




	 	(1) 	
      Every Party shall keep secret any information
      (“Confidential Information”) relating to the following matters: (a) the
      existence and contents of this Agreement; (b) all information provided by
      the Other Parties to it owing to the negotiation, execution and
      performance of this Agreement.

	 	 	 
	 		
      Unless under the circumstance as specified in Article
      14.1(2) hereof, no Party may use or disclose to any third party any
      Confidential Information for its own business purpose or any other purpose
      without the prior written consent from all Other Parties.

	 	 	 
	 	(2) 	
      The confidentiality obligation under 14.1(1) hereof shall
      not be applicable to: (a) the information disclosure made by a Party to
      its affiliates or professional consultants for the purpose of this
      Agreement; (b) any information which is independently developed by a
      Party, is obtained by a Party from any third party which has the right to
      disclose such information, or is available by the public not owing to the
      breach of the provisions of Article 14.1 hereof; (c) the information
      disclosure which is required by laws, rules of stock exchange or any
      binding judgment or order given by any competent court, regulatory body or
      other government agency, or is required by any regulatory or governmental
      proceedings.

	 	 	 
	 	(3) 	
      The provisions of Article 14.1 hereof shall remain in
      full force and effect within two (2) years after this Agreement is
      terminated.




	14.2 	
      Notice

	 	 
		
      Any notice, claim, request or demand (“Notice”) relating
      to this Agreement or any matter covered by this Agreement shall be made in
      Chinese, and shall be deemed as duly served once the same is sent in
      accordance with the following provisions:



-12 - 



 

	 Exhibit
        4.9 

       



A Notice addressed to Shenyang Sunshine
shall be delivered to:


	 	Name: 	Shenyang Sunshine Pharmaceutical
      Co., Ltd. 
	 	Address: 	Units A-D, Floor 15, Huaxin
      International Building, No. 219, 
	 	  	Qingnian Street,
      Shenhe District, Shenyang 
	 	Fax: 	024-23963921 
	 	Attention: 	Huang Bin




A Notice addressed to Taizhou East
shall be delivered to:

	 	Name: 	Taizhou Oriental CMC Limited
  
	 	Address: 	Room 112, Building 1, Taizhou
      National Medicine Hi-tech Industrial 
	 	  	Park Management Committee, No. 1,
      CMC Road, Taizhou, Jiangsu 
	 	Fax: 	0523-86200146 
	 	Attention: 	Gu Minghu 


A Notice addressed to Management
Company shall be delivered to:

	 	Name: 	Taizhou Huan Sheng Investment
      Management Co., Ltd. 
	 	Address: 	Floor 13, Tower B, Yuanda Center,
      No. 5, Huizhong Road, Chaoyang 
	 	  	District, Beijing 
	 	Fax: 	010-84892211-336 
	 	Attention: 	DAVID DA CHUAN CHEN




		
      or be delivered to other address, e-mail address or
      facsimile number advised by a Party to the Other Parties in accordance
      with the provisions of Article 14.2 hereof. A Notice may be sent by means
      of hand delivery, facsimile, e-mail or express delivery. Without prejudice
      to the preceding provisions, a Notice sent by means of facsimile shall be
      deemed as duly served as of the next working days, and a Notice sent by
      means of e-mail shall be deemed as duly served as of the time when the
      confirmation on successful transmission is displayed in the sent-mail box
      of the sending Party.

	 	 
	14.3 	
      Transfer

	 	 
		
      Unless otherwise specified by this Agreement, no Party
      may transfer any of its rights or obligations hereunder without the prior
      written consent from the Other Parties. This Agreement shall be binding
      upon All Party as well as their successors and permitted
  assignees.

	 	 
	14.4 	
      Modification

	 	 
		
      Neither amendment nor modification to this Agreement
      shall become valid unless it is made in writing in accordance with the
      Applicable Laws, signed by the legal representatives or authorized
      representatives of All Parties and stamped with official seals of All
      Parties.

	 	 
	14.5 	
      Further Warranty

	 	 
		
      Every Party shall, and shall make all commercially
      reasonable efforts to procure any necessary third party to, at any time
      after the Other Parties bring forth the request, execute all documents and
      take all actions as reasonably required by all Other Parties for enabling
      all Other Parties to fully enjoy the interests hereunder.







	 	 
	14.6 	
      Entire Agreement

	 	
       


		
      This Agreement constitutes the entire agreement among All
      Parties on their rights and obligations with respect to the subject matter
      hereof. This Agreement shall supersede all verbal or written agreements,
      understandings and arrangements with respect to the subject matter hereof.
      No Party has signed this Agreement by relying on any representation,
      warranty or commitment which is not stated or mentioned in this
      Agreement.

	 	 
	14.7 	
      Severability

	 	 
		
      Should any provision hereunder be held as totally or
      partially illegal, invalid or unexecutable, such provision or the relevant
      part thereof shall be deemed as having been deleted from this Agreement to
      the extent as mentioned above, provided that, the legality, validity and
      executability of all other provisions of this Agreement shall not be
      affected.

	 	 
	14.8 	
      Taxes and Expenses

	 	 
		
      Unless otherwise specified by this Agreement or otherwise
      agreed upon by All Parties in writing, every Party shall bear all taxes
      and expenses incurred by it and arising from the preparation, negotiation,
      execution and performance of this Agreement.

	 	 
	14.9 	
      Finalization of Draft

	 	 
		
      This Agreement shall be interpreted fairly towards every
      Party, whether such Party is the writer of this Agreement or not, and
      every Party hereby acknowledges and agrees that, in the course of
      planning, drafting and review of this Agreement, it has played an
      important and fundamental role.




	14.10 	
      Responsibility




	 	(1) 	
      Failure by a Party to exercise or delay by a Party in
      exercising any right, power or remedy relating to this Agreement shall not
      constitute the waiver of such right, power or remedy; a single or partial
      exercise by a Party of any right, power or remedy shall not prevent such
      Party from further exercising such right, power or remedy or exercising
      any other right, power or remedy. The express waiver of a breach hereunder
      shall not constitute the waiver of any subsequent breach.

	 	 	 
	 	(2) 	
      Any responsibility of a Party hereunder towards all Other
      Parties may be totally or partially released, consolidated, awarded the
      request for compromise or awarded the grace period by all Other
      Parties.




	14.11 	Applicable Laws 
	 	
       

		
      The execution, modification, interpretation and
      performance of this Agreement shall be governed by the laws of China.
    

	 	
       

	14.12	
      Settlement of Dispute 

	 	
       

		
      Any dispute, controversy or claim (“Dispute”) arising
      from this Agreement or breach, termination or invalidity of this Agreement
      shall firstly be settled through amicable negotiation among All Parties;
      in case no settlement to such Dispute can be reached through negotiation,
      any Party may submit such Dispute to China International Economic and
      Trade Arbitration Commission for arbitration in accordance with the valid
      arbitration rules of the said commission in Beijing. The language used in
      arbitration shall be Chinese. The arbitration award shall be final and be
      binding upon All Parties. 

	 	
       

	14.13	
      Heading 

	 	
       

		
      All the headings in this Agreement are inserted in this
      Agreement for convenience only, and shall not in any manner affect the
      interpretation of this Agreement. 



-14 - 



 

	 Exhibit
        4.9 

       



	 	
       

	14.14	
      Language and Counterparts 



This Agreement is made out in four (4)
original copies in Chinese, one (1) for each Party and the remaining one (1)
being filed with the industrial & commercial administration authority, and
all original copies being equally authentic.

(The remainder of this Page is left blank intentionally) 




(Signature Page) 

IN WITNESS WHEREOF, this Agreement has been signed by All
Parties on the date first above written:

Shenyang Sunshine Pharmaceutical Co., Limited

Legal Representative or Authorized Representative:

By:     /s/ Bin
Huang                                                         


[with official seal stamped] 

 

Taizhou Oriental CMC Limited 
Legal
Representative or Authorized Representative: 

By:     /s/ Minghu
Gu                                                        

[with official seal stamped] 

 

Taizhou Huan Sheng Investment Management Co.,
Ltd. 
Legal Representative or Authorized Representative:

By:     /s/ Bin
Huang                                                         


[with official seal stamped] 

-16 -