Guangzhou City Real Estate Property Purchase
Agreement


 


(Summary Translation for Reference Only)


 


Seller (Party A):         Guangzhou Hezhong CD Manufacturing Co.,
Ltd.


Legal Representative: ZHU Suifeng


 


Buyer (Party B):         Guangzhou Municipality Tianhe Nuoya Bio-engineering
Co., Ltd.


Legal Representative: ZHENG Ting


 


Pursuant to relevant laws, statutes and
regulations of the People’s Republic of China Contract Law, Party A and Party B have, on the voluntary basis, entered into
the following agreement


 


Article I         Party A desires to transfer
the real estate property it owns, including the land use right to the surrounding public green area and road (See Property Layout
Plan attached for details) (hereinafter the “Property”) to Party B. See Appendix 1 for the ownership certificate for
details about the Property.


 


(1)         The
Property is located at 8 Nanyun Third Road and 1 Nanyun Fourth Road, Guangzhou Development Zone; its ownership certificate number
is: G0510004465.


 


(2)         The
Property type: concrete structure of 5 stories with 14,607.98 m2 of construction areas; built in 2007; no parts or areas
in violation of zoning regulations. All the construction land use plan, project plan, project implementation and completion permit
documents are complete and in good standing, and there is no delinquency of project construction fund or other construction capital.


 


The Property to be purchased includes all
the current auxiliary facilities, except manufacturing equipment.


 


Party A guarantees the compliance of electricity
facilities with the power regulatory rules and will provide assistance in fire-prevention inspection and environmental assessment,
as well as in the maintenance of the Property and its facilities in their warranty period.


 


(3)         The
Property has a state land use right to an area of 4,192.84 m2 and the purpose of such use is industrial. The land use
right was obtained through a transfer. The valid period of such use right is from May 26, 2006 to May 25, 2056, and all the transfer
consideration and taxes have been paid in full. This purchase also includes the land use right to the public green area and road
surrounding the Property (See Property Layout Plan attached for details).


 


(4)         There
are other rights and interests (pledge) and lease relationships in connection with this Property (see Appendix 2 for details on
the list of pledged items in connection with this Property and the corresponding loan contract and pledge contract, and see Appendix
3 for details on the current existing leases and lease contracts). Please see Appendix 4 for documents evidencing the waiver of
right of first refusal by all lessees except Party B and the lessees’ consent to this purchase.


 




    	 



    	 



    

 


Party A warrants that the contents described
in the above paragraphs are true, warrants the authenticity of all the ownership certificate of the Property and the corresponding
land use right certificate; and warrants that there are no other rights, encumbrances and restrictions regarding the Property that
have not been disclosed to Party B.


 


Article II            Purchase Price and Payment


 


(1)         The
two parties agree that the total purchase price for the Property is RMB100,000,000.00.


 


(2)         
Party B will pay the purchase price in installments according to the following:


 


(a)          Within
5 business days upon the execution of this agreement, Party B will pay to Party A an amount equal to 25% of the total purchase
price, i.e., RMB25,000,000.00. This initial amount will be deposited into a designated escrow account to be set up within 3 business
days upon the execution of this agreement. Party A and Party B will jointly administer this escrow account. The amount in this
account can only be used toward the repayment of the remaining RMB25,000,000.00 of the principal and interest of the outstanding
loan on the Property, unless there is joint written consent from the two parties.


 


(b)          Upon
the completion by Party A of removing all encumbrances and restrictions on the property, and upon the acceptance by regulatory
authority of the transfer application documents (no later than July 9, 2012), Party B will pay to Party A an amount equal to 25%
of the total purchase price, i.e., RMB25,000,000.00.


 


If Party A fails to fulfill the provisions
stated in the above paragraph before July 9, 2012, Party B shall have the right to stop making the payment of this amount and shall
be considered to have become the owner of the Property on that day, and Party A must pay the rent, as a lessee, to Party B at the
rate of RMB1.50 per m2 per day, starting from that date, until Party A completes the removal of all encumbrances and
restrictions on the Property and the acceptance by regulatory authority of the transfer application documents for processing.


 


(c)          Within 5 business days upon completion of the transfer registration procedures mentioned above, and upon Party B’s obtaining
ownership certificate (no later than July 31, 2012), Party B will pay to Party A all the remaining balance of the total purchase
price, i.e., RMB50,000,000.00. If Party A fails to fulfill this provision before July 31, 2012, Party B shall have the right to
stop making the payment of this amount, and Party A must pay the rent, as a lessee, to Party B at the rate of RMB1.50 per m2
per day, starting from that date, until Party B obtains the ownership certificate for the Property.


 


Article III           Party A must hand over the Property contemplated
herein in good condition before July 31, 2012 to Party B for Party B to occupy and use; upon accepting the hand-over by Party A
of the said Property, Party B will sign the delivery confirmation document with Party A.


 




    	2



    	 



    

 


If for any reason, Party A fails to completely
hand over the Property in satisfaction of the provisions set forth in Appendix 5 hereto before July 31, 2012, Party A must lease
the space on all levels as a lessee at the rate of RMB35.00 per m2 per month starting from August 1, 2012 until the
complete hand-over of the Property.


 


The rent for such lease must be paid by
Party A at the end of each month to Party B.


 


Article IV          Party A and Party B must jointly submit application
for transaction registration to Real Estate Transaction Registration Center before July 9, 2012.


 


Article V           The risks associated with the Property will
be transferred to Party B on the date of its actual hand-over and the completion of the ownership transfer registration in accordance
with the provisions herein.


 


Article VI           Party A and Party B will each be responsible
for taxes incurred in the transaction in accordance with the relevant State and Guangzhou city regulations.


 


Article VII         If Party A fails to hand over the Property
to Party B to use and occupy in accordance with the provisions herein, Party A must, in addition to fulfilling other obligations
specified herein, pay penalty for the delay of such hand-over; the calculation method for the penalty is: 0.02% of the total purchase
price specified in Article II herein for each day of delay. If such delay is more than 10 days, Party B shall have the right to
dissolve this agreement at any time and Party A must, within 10 days of the dissolution of the agreement, pay a penalty for such
delay (such penalty will not exceed 5% of the total purchase price), return to Party B that part of the purchase price already
paid and compensate Party B for all the actual resulting losses.


 


Article VIII        If, due to any reason on Party A’s
part, the transaction registration procedures cannot be processed by Real Estate Transaction Registration Center within the time
period specified herein, Party A must, in addition to fulfilling other obligations specified herein, pay penalty for the delay
of such procedures; the calculation method for the penalty is: 0.02% of the total purchase price specified in Article II herein
for each day of delay. If such delay is more than 10 days, Party B shall have the right to dissolve this agreement at any time
and Party A must pay a penalty for such delay (such penalty will not exceed 5% of the total purchase price), return to Party B
that part of the purchase price already paid and compensate Party B for all the actual resulting losses.


 


If, due to any reason on Party B’s
part, the transaction registration procedures cannot be processed by Real Estate Transaction Registration Center within the time
period specified herein, Party B must, in addition to fulfilling other obligations specified herein, pay penalty for the delay
of such procedures; the calculation method for the penalty is: 0.02% of the total purchase price specified in Article II herein
for each day of delay. If such delay is more than 10 days, Party A shall have the right to dissolve this agreement at any time
and Party B must pay a penalty for such delay (such penalty will not exceed 5% of the total purchase price) and compensate Party
A for all the actual resulting losses. Party A must return to Party B that part of the purchase price already paid.


 




    	3



    	 



    

 


Article IX          If Party B fails to make payment in accordance
with the provisions of Section (2), Article II herein, Party B must pay penalty for the delay of such payment; the calculation
method for the penalty is: 0.02% of the total purchase price specified in Article II herein for each day of delay. If such delay
is more than 10 days, Party A shall have the right to dissolve this agreement at any time and Party B must pay a penalty for such
delay (such penalty will not exceed 5% of the total purchase price) and compensate Party A for all the actual resulting losses.
Party A must return to Party B that part of the purchase price already paid.


 


Article X           Other matters not covered herein may be provided
by the two parties in other additional provisions or in supplemental agreements, which will become part of this agreement. The
contents in such additional provisions or supplemental agreements shall prevail.


 


Article XI          This agreement shall be deemed established
upon execution.


 


Article XII         This agreement shall become effective upon
establishment. If there are other conditions set by the two parties for its effectiveness, then this agreement shall become effective
upon fulfillment of such conditions.


 


Article XIII       Any dispute must be resolved through consultation;
if such consultation fails, such dispute may be submitted to the people’s court at the location of the Property for resolution.


 


Article XIV       This agreement has 6 duplicates and all
have the same legal effect.


 


Article XV         Party A must provide the list of the Property’s
facilities and equipment and land division map to Party B before Party B makes the initial payment. Such document will be the component
of this agreement and will have the same legal effect.


 


Seller (Party A):          Guangzhou Hezhong CD Manufacturing Co.,
Ltd.


Legal Representative: /s/ ZHU Suifeng


 


Buyer (Party B): Guangzhou Municipality Tianhe Nuoya Bio-engineering
Co., Ltd.


Legal Representative: /s/ ZHENG Ting


 


June 28, 2012


 




    	4



    	 



    

 


Appendices


 


(Brief description and summary for reference
only)


 


Appendix 1     Guangdong Province Property Ownership Certificate


 


Property Owner:     Guangzhou Hezhong CD
Manufacturing Co., Ltd.


Personal ID No.:


Type of Property:


		Planned Use:	Industrial



		Obtained Through:	New construction



		Type of Ownership:	Sole ownership



		Date of Registration:	April 8, 2010



[Description of the property and the land
thereunder omitted]


Notes:


*Taxes: Exempt


*State land transfer consideration already
paid; term of the land use right: 50 years starting from May 26, 2006.


Certificate Issuer: /seal/ Guangzhou
Municipal Land Resources and Housing Administrative Bureau


Registration No.: 10R05000094


[Layout of the property attached]


 


		Appendix 2	Maximum Amount Pledge Contract (contract No. 12110310130/1)

(Brief description and summary for reference only)



 


This is a pledge contract under a credit
facility contract (called “Master Contract” (contract No. 12110310130) executed on April 11, 2011) as a guarantee contract
between the same two parties.


 


		Pledgee (Party A):	Guangdong Development Bank, Guangzhou Branch



		Pledgor (Party B):	Guangzhou Hezhong CD Manufacturing Co., Ltd.



		Date of Execution:	April 11, 2011



 


		Maximum amount guaranteed:	RMB20,000,000.00



		Item pledged as guarantee:	Factory building with a value appraised at RMB65,010,100.00
as indicated by the “List of Pledged Property” attached.



 


Structure of the Pledge Contract
(Titles of Provision Sections)


Article 1 Master Contract


 




    	5



    	 



    

 


Article 2 Maximum Amount Guaranteed


Article 3 Property Pledged


Article 4 Term of the Pledgee’s Right


Article 5 Scope of the Guarantee


Article 6 Registration of the Pledge


Article 7 Management and Use of the Pledged
Property


Article 8 Insurance


Article 9 Realization of the Pledgee’s
Right


Article 10 Representations and Warranties


Article 11 Pledgor’s Liability


Article 12 Disclosure of Related Party Transactions
with Party B’s Affiliates


Article 13 Party A’s Rights and Responsibilities


Article 14 Party B’s Rights and Responsibilities


Article 15 Each Party’s Responsibility
for Other Charges


Article 16 Event of Breach and Handling
of Breaches


Article 17 Notarization


Article 18 Effectuation, Amendment, Dissolution
and Termination of the Contract


Article 19 The Survivability of the Contract


Article 20 Applicable Law and Dispute Resolution


Article 21 Party B’s Special Acknowledgement


Article 22 Other Provisions


Article 23 Miscellaneous


 


		Appendix 3	Business Building Lease Agreement

(Brief description
and summary for reference only)



  


		Lessor (Party A):	Guangzhou Hezhong CD Manufacturing Co.,
Ltd.



		Lessee (Party B):	Guangzhou Municipality Tianhe Nuoya Bio-engineering
Co., Ltd.



		Date of Execution:	September 15, 2008



 


Description of the
Building:     Located at 1 Nanyun Fourth Road, Guangzhou Science City, Guangzhou, this is a building under construction in
Hezhong Industrial Park, with construction area of 5,168 m2. It is to be used as office space and laboratory for
R&D of cord blood stem cells.


 


Term of the Lease:     20 years
starting from the date of hand-over of the building after its construction completion. Party B has the first right of refusal for
renewal upon expiration of the lease.


 




    	6



    	 



    

 


		Rent:	RMB25 per month per m2 (for a total rent of RMB129,200.00 per month) for the first 5-year period; to be adjusted
starting from the second 5-year period through negotiation based on the market rate.



 


Structure of the Lease Agreement
(Titles of Provision Sections)


Article 1 General Information about the
Building


Article 2 Ownership of the Building


Article 3 Use of the Building


Article 4 Documents of Identification (Business
License, etc.)


Article 5 Remodeling of the Building


Article 6 Term of the Lease


Article 7 Rent


Article 8 Other Charges


Article 9 Delivery and Return of the Building


			Article 11 Maintenance and Repair



			Article 12 Sublease



			Article 13 Change of Ownership



			Article 14 Contract Dissolution



			Article 15 Liability for Breach



			Article 16 Dispute Resolution



			Article 17 Others



 


Appendix 4     [N/A]


 


Appendix 5     [N/A]




 



    	7