Exhibit 10.1


 


Settlement Agreement


(Summary Translation)


 


This settlement agreement (this “Agreement”) was entered
into by and among the following parties (the “Parties,” and each a “Party”) in Yunyan District, Guiyang
City, China on July 31, 2016:


 


Party A: Guizhou Taibang Biological Products Co., Ltd.


 


Party B: Guiyang Dalin Biologic Technologies Co., Ltd.


 


Party C: Guizhou Jie’an Company


 


Party D: Shenzhen Yigong Shengda Technology Co., Ltd.


 


WHEREAS:


 


		1.	Party B, Party C and Party D are shareholders
                                         of Party A registered with the administration of industry and commerce (“AIC”).



 


		2.	In December 2013, Party C commenced
                                         a lawsuit against Party A in relation to the validity of certain shareholders’
                                         resolutions of Party A. Party C requested that the court (1) confirm the legitimacy and
                                         validity of the shareholders’ resolutions of Party A dated May 28, 2007 and April
                                         23, 2010; and (2) order Party A to register Party C’s equity contribution of 1.8
                                         million dollars, equivalent to 12.169% of the enlarged share capital of Party A (the
                                         “First Case”). On September 2, 2015, the Higher People's Court of Guizhou
                                         Province ruled that the decisions of the trial and appellate courts be rescinded and
                                         the First Case be remanded to the original people’s court for a retrial. The First
                                         Case is still being reviewed by the original people’s court and no judgment has
                                         been given.



 


		3.	In September 2014, each of Party C
                                         and Party D commenced a lawsuit against Party A in relation to the validity of certain
                                         shareholders’ resolutions of Party A. Party C and Party D requested that the court
                                         confirm that the shareholders’ resolutions of Party A dated November 13, 2013 and
                                         March 18, 2014 are invalid (the “Second Case”). The Intermediate People's
                                         Court of Guiyang City ruled that the original judgment be rescinded and the case be remanded
                                         to the people’s court for a retrial. The Second Case is still being reviewed by
                                         the people’s court and no judgment has been given.



 


		4.	In October 2014, each of Party C and
                                         Party D commenced a lawsuit against Party A in relation to certain AIC registrations.
                                         Party C and Party D requested that the court revoke the AIC registration in relation
                                         to changes in equity and registered capital (the “Third Case”). On May 19,
                                         2015, the Intermediate People's Court of Guiyang City ruled that such AIC registration
                                         be revoked. Party A has applied to the Higher People's Court of Guizhou Province for
                                         review. The Third Case is still being reviewed by the higher people’s court and
                                         no judgment has been given.



 






     


     


    

 


		5.	In order to effectively resolve the
                                         disputes among the Parties, and maintain Party A’s stability and promote Party
                                         A’s development, the Parties unanimously agree to settle their disputes by way
                                         of withdrawal of equity investments in Party A by Party C and Party D and reduction of
                                         registered capital of Party A.



 


NOW THEREFORE, the Parties hereby agree as
follows:


 


Article I Definitions


 


		1.1.	Definitions. Except as otherwise provided in the text herein,
                                         the terms in this Agreement are defined as follows.



 


		1.1.1.	Guizhou Eakan: means Guizhou Eakan Pharmaceutical Co.,
                                         Ltd., a former shareholder of Party A.



 


		1.1.2.	Equity transfer: means the
                                         transfer by Guizhou Eakan of all of its equity interests held in Party A to Party B pursuant
                                         to the Registered Equity Purchase Agreement and Unregistered Equity Purchase Agreement
                                         entered into by Party B and Guizhou Eakan on August 21, 2014.



 


		1.1.3.	Registration Authority: means
                                         the Industrial and Commercial Bureau of Guiyang City.



 


		1.1.4.	Law: means all the laws,
                                         regulations, rules, orders, codes and the rules, regulations and orders of any governmental
                                         organizations.



 


		1.1.5.	Capital Reduction Documents:
                                         means legal documents signed by the Parties in relation to Party A’s reduction
                                         of registered capital.



 


		1.1.6.	Capital Reduction Completion
                                         Date:  means the date when Party A completes the AIC registration in relation
                                         to the Capital Reduction, and receives a renewed business license issued by the Registration
                                         Authority.



 


		1.1.7.	Capital Reduction: means
                                         withdrawal of equity investments (including equity and associated interests) in Party
                                         A by each of Party C and Party D in exchange of the return of investment payments from
                                         Party A.



 


		1.1.8.	Enforcement Fees:  means
                                         RMB22,639,227.00 set aside from Party A’s bank account by court orders as a result
                                         of the original judgments of the First Case (overruled by the higher court of Guizhou)
                                         from February to May 2015 and the accrued interests (calculated based on the term loan
                                         interest rate published by the People’s Bank of China).



 






     


     


    

 


		1.2.	The headings in this Agreement are for the sake of convenience
                                         and shall not affect the interpretation and understanding of the contents of this Agreement.



 


Article II Settlement


 


		2.1.	Party C and Party D shall have no
                                         dispute as to the paid-in capital and the amount and percentage of capital contribution
                                         by each shareholder, and covenant that they shall have no claims against Party A after
                                         the date hereof.



 


		2.2.	Within 5 days after the date hereof,
                                         each Party shall apply to the courts to withdraw their claims and terminate the proceedings.



 


		2.3.	Party C and Party D shall withdraw
                                         all the investments in Party A, including all the equity and associated interests. Party
                                         A shall undergo the procedures of Capital Reduction and apply to the Registration Authority
                                         for AIC registration. After the Capital Reduction, Party B shall become Party A’s
                                         sole remaining shareholder.



 


Article III Paid-in Capital and Amount and
Percentage of Capital Contribution


 


		3.1.	Party C and Party D acknowledge that the Equity Transfer is valid
                                         and that Party B has legally received the equity interest initially transferred from
                                         Guizhou Eakan.



 


		3.2.	The registered capital of Party A in the Registration Authority
                                         is RMB55 million. Party A has completed the following capital contributions, and the
                                         Parties acknowledge that such capital contributions are valid:



 


		(1)	On May 30, 2007, Party A transferred
                                         the capital reserve of RMB10 million to the registered capital, resulting in the paid-in
                                         capital of RMB65 million.



 


		(2)	According to the shareholders’
                                         resolutions dated May 28, 2007, April 23, 2010, November 13, 2013, and March 18, 2014,
                                         Party A increased the registered capital by RMB16.4 million, in which Party B paid RMB10.8
                                         million. Guizhou Eakan paid RMB3.8 million (which is already transferred to Party B),
                                         and Party C paid RMB1.8 million. Such capital contribution has been paid fully, resulting
                                         in the paid-in capital of RMB81.4 million.



 


		(3)	According to the shareholders’
                                         resolutions dated September 8, 2015 and November 20, 2015, Party A increased the registered
                                         capital by RMB25 million, which was paid by Party B. Such capital contribution has been
                                         paid fully, resulting in the paid-in capital of RMB106.4 million.



 






     


     


    

 


		(4)	According to the shareholders’
                                         resolutions dated September 8, 2015 and April 28, 2016, Party A increased the registered
                                         capital by RMB25 million, which was paid by Party B. Such capital contribution has been
                                         paid fully, resulting in the paid-in capital of RMB131.4 million.



 


Each of Party C and Party D acknowledge
that the board resolutions, shareholders’ resolutions and other legal documents in relation to the above capital contributions
of Party A are valid.


 


		3.3.	The Parties unanimously acknowledge that the current paid-in
                                         capital of Party A is RMB131.4 million and the amount and percentage of capital contribution
                                         of each shareholder is as follows:



 


	Shareholder	 	Method of Payment	 	Capital
Contribution
 (RMB: ten thousand dollars)	 	Percentage
	Party B	 	 	Cash	 	 	 	11,205	 	 	 	85.274	%
	Party D	 	 	Cash	 	 	 	1,170	 	 	 	8.904	%
	Party C	 	 	Cash	 	 	 	765	 	 	 	5.822	%
	Total	 	 	 	 	 	 	13,140	 	 	 	100	%



 


Article IV Termination of Legal Proceedings


 


		4.1.	Within 5 days after the date hereof,
                                         Party C shall apply to the court to withdraw the First Case and the Second Case.



 


		4.2.	Within 5 days after the date hereof,
                                         Party D shall apply to the court to withdraw the Second Case.  



 


		4.3.	Within 5 days after the date hereof,
                                         Party C and Party D shall apply to the Higher People's Court of Guizhou Province to withdraw
                                         the Third Case. If the Higher People's Court of Guizhou Province refuses the withdrawal,
                                         Party A shall apply to withdraw the retrial application in relation to the Third Case.



 


		4.4.	The costs arising out from the legal
                                         proceedings (including litigation fee, attorney fee, etc.) shall be borne by each Party
                                         incurring such costs.



 


Article V Capital Reduction Plan


 


		5.1.	Capital Reduction Amounts



 


Based on Party A’s owner’s
equity as of June 30, 2016, Party A shall pay RMB164.07 million to Party C and RMB250.93 million to Party D for their withdrawal
of investments (including equity and associated interests).


 






     


     


    

 


		5.2.	Accounting Treatment



 


Party A’s paid-in capital
shall reduce by RMB19.35 million, capital reserve shall reduce by RMB280.27 million, surplus reserve shall reduce by RMB7.84 million,
undistributed profits shall reduce by RMB107.54 million. The total amount of Party A’s owner’s equity shall reduce
by RMB415 million.


 


		5.3.	Return and Setoff of Enforcement Fees



 


		5.3.1.	Within 5 days after the date hereof,
                                         Party C shall return the Enforcement Fees to Party A.



 


		5.3.2.	If Party C fails to return the entirety
                                         of the Enforcement Fees, Party A has the right to offset the outstanding amount of the
                                         Enforcement Fees (including interest) against the payment to be made in relation to the
                                         Capital Reduction.



 


		5.4.	Procedures of Capital Reduction



 


After the date hereof, all Parties
shall commence the procedures of Capital Reduction, including signing the relevant shareholders’ resolutions, issuing written
notice to Party A’s creditors, publishing notices on newspapers, etc.


 


		5.5.	Amendment to Business Registration



 


		5.5.1.	Following 45 days after the publication
                                         of notice of Capital Reduction, Party A shall apply to the Registration Authority for
                                         registration of capital and registration of alteration of shareholders. All Parties agree
                                         that Party A shall apply for the registration of registered capital/paid-in capital of
                                         RMB112.05 million and the sole remaining shareholder shall be Party B.



 


		5.5.2.	Party C and Party D shall assist
                                         Party A as soon as possible for the registration procedures so that Party B shall be
                                         the sole remaining shareholder of Party A. Party C and Party D covenant, in response
                                         to the demand of the Registration Authority or Party A, to sign or submit relevant documents
                                         within 5 days after being aware of such requirements and assist Party A in completing
                                         the AIC registration.



 


		5.6.	Payment Methods



 


		5.6.1.	Party A shall within 1 working day
                                         after the date hereof, pay the first installment of RMB35,581,395 to Party C and the
                                         first installment of RMB54,418,605 to Party D in relation to the Capital Reduction. The
                                         total amount of the first installment payment shall be RMB90 million. 



 






     


     


    

 


		5.6.2.	If Party A fails to complete the
                                         Capital Reduction within 2 months after the date hereof, the first installment payment
                                         shall be treated as shareholder loans to Party C and Party D, which (together with accrued
                                         interests, calculated based on the term loan interest rate published by the People’s
                                         Bank of China) shall be returned to Party A within 1 month.



 


		5.6.3.	In the case the first installment
                                         payments are not repaid in full, Party A shall have the right to offset the outstanding
                                         amount from the distributable dividends in Party A to Party C and/or Party D, as applicable.



 


		5.6.4.	Party A shall, within 5 working
                                         days after the Capital Reduction Completion Date, pay the balance of the amounts in relation
                                         to the Capital Reduction to Party C and Party D.



 


Article VI Other Arrangements


 


		6.1.	Tax and Fees



 


		6.1.1.	All fees and tax arising out or
                                         in connection with the Capital Reduction shall be borne by the Parties according to Laws.



 


		6.1.2.	If any Party fails to pay the tax
                                         as required by Laws and causes actual financial loss to another Party, such Party shall
                                         fully indemnify the loss suffered by such other Party.



 


		6.2.	Liabilities



 


		6.2.1.	If Party A fails to pay the amounts
                                         in relation to the Capital Reduction in accordance with this Agreement, Party A shall
                                         be responsible for overdue payments and a penalty interest calculated at a daily rate
                                         of 0.03%.



 


		6.2.2.	If Party C and Party D fail to apply
                                         to the court for withdrawal of legal proceedings or fail to sign or provide the requisite
                                         documentation which causes the failure of the completion of the Capital Reduction within
                                         2 months after the date hereof, each of Party A and Party B shall have the right to rescind
                                         this Agreement, and hold Party C and Party D liable for breach of agreement.



 


		6.3.	Capital Reduction Documents



 


The Parties shall separately sign
Capital Reduction Documents, which shall not contradict with this Agreement, and shall not diminish or replace the legal effect
of this Agreement.


 






     


     


    

 


Article VII Representations and
Warranties


 


		7.1.	Each of Party C and Party D represents
                                         and warrants that it is the legal owner of its equity interest in Party A and its equity
                                         in Party A is not pledged, mortgaged or otherwise encumbered, nor subject to any material
                                         legal, arbitral or administrative proceedings (other than the First Case, the Second
                                         Case and the Third Case). Party C and Party D shall be responsible for any disputes with
                                         third parties.



 


		7.2.	Following the completion of the Capital
                                         Reduction, Party C and Party D shall have no more disputes with Party A or Party B, and
                                         shall make no claims against Party A or Party B other than the amounts in relation to
                                         the Capital Reduction under this Agreement.



 


Article VIII Applicable Laws
and Dispute Resolution


 


		8.1.	Applicable Laws



 


The entry, validity, interpretation,
performance, implementation and dispute resolution of this Agreement shall be governed by the Laws of the People’s Republic
of China and shall be interpreted accordingly.


 


		8.2.	Dispute Resolution



 


Any disputes arising from this
Agreement shall be resolved through amicable negotiation, failing which, any Party may submit and resolve the disputes at the
Shanghai International Economic and Trade Arbitration Commission or the Shanghai International Arbitration Centre, according to
the applicable arbitration rules. The venue of arbitration is Shanghai, China. The arbitral award is final and binding upon the
Parties.


 


[Signature
page follows]


 




     


     


    

 


Party A: Guizhou Taibang Biological Products Co., Ltd. (Seal)


 


	/s/ Yang Gang 	(Authorized representative)


 


Party B: Guiyang Dalin Biologic Technologies Co., Ltd. (Seal)


 


	/s/ Yang Ming 	(Authorized representative)


 


Party C: Guizhou Jie’an Company (Seal)


 


	/s/ Duan Gang 	(Authorized representative)


 


Party D: Shenzhen  Yigong Shengda Technology Co., Ltd.
(Seal)


 


	/s/ Duan Gang 	(Authorized representative)