AMENDMENT
TO STOCK SUBSCRIPTION AGREEMENT

     

    This
AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this “Amendment”) is made and entered
into as of April 30, 2010 by and among (a) China Medicine Corporation, a Nevada
corporation (the “Company”), (b) Mr. Yang Senshan, (the “Executive Shareholder”)
and (c) OEP CHME Holdings, LLC, a Delaware limited liability company (the
“Investor”).

     

    WITNESSETH

     

    WHEREAS,
the Company, the Executive Shareholder and the Investor entered into a Stock
Subscription Agreement dated December 31, 2009 (the “Stock Subscription
Agreement”); and

     

    WHEREAS,
the Company, the Executive Shareholder and the Investor intend to delete and
replace the definition of “C” in Section 4.9(a) and the definition “F” in
Section 4.9(b) of the Stock Subscription Agreement with the definitions below in
order to clarify the intention of the parties in connection with the calculation
of “2010 Additional Shares” and “2011 Additional Shares”.

     

    NOW,
THEREFORE, in consideration of the foregoing, the parties hereto agree as
follows:

     

    Section
1.  The definition of “C” in Section 4.9(a) of the Stock Subscription
Agreement shall be deleted and replaced with the following:

    


    “C =
Total number of Common Shares held by Investor and total number of Common Shares
underlying Redeemable Convertible Preferred Shares held by Investor at the time
of determination but prior to the issuance of any 2010 Additional
Shares”

    


    Section
2.  The definition of “F” in Section 4.9(b) of the Stock Subscription
Agreement shall be deleted and replaced with the following:

    


    “F =
Total number of Common Shares held by Investor and total number of Common Shares
underlying Redeemable Convertible Preferred Shares held by Investor at the time
of determination but prior to the issuance of any 2011 Additional
Shares”

    


    Section
3.  Capitalized terms not otherwise defined in this Amendment shall
have the same meanings given to them in the Stock Subscription
Agreement.

    


    Section
4.  This Amendment shall be deemed to be an integral part of the Stock
Subscription Agreement and shall be deemed to have taken effect retrospectively
since December 31, 2009 for the purpose of interpreting Section 4.9(a) and
Section 4.9(b) of the Stock Subscription Agreement.

    


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    IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed
by its authorized signatory as of the date first indicated above.

     

    
      
        
          	
                  CHINA
      MEDICINE CORPORATION

                
	 
      	 
      
	
                  By:

                	
                     /s/ Yang Senshan
    

                
	 
      	
                  Name:
      Yang Senshan

                
	 
      	
                  Title:
      Chief Executive Officer

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed
by their respective authorized signatories as of the date first indicated
above.

     

    OEP
CHME HOLDINGS, LLC

    


    By: One
Equity Partners III, L.P.,

    its
Manager

    


    By: OEP
General Partner III, L.P.,

    its
General Partner

    


    By: OEP
Holding Corporation,

    its
General Partner

    


    
      
        
          
            	
                    By:

                  	
                     /s/    Bradley J
      Coppens

                  
	
                    Name:  Bradley
      J Coppens

                  
	
                    Title:   
      Vice President

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date
first indicated above.

     

    
      
        	
                Mr.
      Yang Senshan

              
	 
      
	
                     /s/ Yang Senshan