EXECUTION VERSION


 


STRICTLY CONFIDENTIAL


 


REDEMPTION AGREEMENT


 


This REDEMPTION AGREEMENT
(this “Agreement”) dated as of August 2, 2013 is made by and among China Biologic Products, Inc., a Delaware
corporation (the “Company”), Ms. Lin Ling Li, a Hong Kong resident (Hong
Kong ID No. R330968(0), “Seller”) and Mr. Ze Qin Lin, a Hong Kong resident (Hong Kong ID No. P774319(3)) and
husband of Seller (“Seller Affiliate”). The Company, Seller and Seller Affiliate are hereinafter referred to
as the “Parties” and each a “Party”.


 


WHEREAS, Seller desires
to sell to the Company, and the Company desires to redeem and acquire from Seller, an aggregate of 1,479,704 shares of common stock
(“Common Stock”), par value US$0.0001 per share, of the Company.


 


NOW THEREFORE, in consideration
of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows:


 


Article I 




DEFINITIONS


 


1.1           Definitions.
The following terms shall have the following meanings for purposes of this Agreement:


 


“Business
Day” means a day other than Saturday, Sunday or any day on which banks located in Hong Kong or the United States are
authorized or obligated to close.


 


“Escrow Agreement”
means the Escrow Agreement entered into by and among WP X Biologics LLC, Seller and JPMorgan Chase Bank, N.A., Hong Kong Branch
on May 14, 2013.


 


“Escrow Side
Agreement” means the Agreement with respect to the Escrow Agreement entered into by and among WP X Biologics LLC, Seller
and Seller Affiliate on May 14, 2013.


 


“Government
Authority” means any government or political subdivision thereof, whether on a federal, central, state, provincial, municipal
or local level and whether executive, legislative or judicial in nature, including any agency, arbitrator, authority, board, bureau,
commission, court, department, official, tribunal or other instrumentality thereof.


 


“HK Lawsuit”
means the pending lawsuit in the High Court of the Hong Kong Special Administrative Region, Court of First Instance against
Seller, Seller Affiliate and certain other co-defendants (Action No. 1424 of 2012).


 


“Law”
means any law, treaty, statute, ordinance, code, rule or regulation of any Government Authority or any Order.


 




    	 



    	 



    

 


“Order”
means any writ, judgment, decree, injunction, award or similar order of any Government Authority (in each such case whether preliminary
or final).


 


“Person”
means an individual, firm, corporation, partnership, association, limited liability company, union, trust or estate or any other
entity or organization whether or not having separate legal existence, including any Government Authority.


 


“Plaintiffs”
means the plaintiffs in the HK Lawsuit.


 


“Plaintiffs’
Agent” means Beijing Shengyuan Junhe Risk Management Consulting Co., Ltd. (北京盛元君和风险管理咨询有限公司),
the agent representing the Plaintiffs in the HK Lawsuit.


 


“Settlement
Agreement” means the settlement agreement entered into by and among Seller, Seller Affiliate, the Plaintiffs and the
Plaintiffs’ Agent on July 26, 2013.


 


“US$”
means the United States Dollar, the lawful currency of the United States of America.


 


Article II







REDEMPTION OF SHARES


 


2.1           Redemption
and Sale of Shares. At the Closing, and subject to and upon the fulfillment of the terms and conditions set forth in this
Agreement, the Company shall redeem and acquire from Seller, and Seller shall sell and deliver to the Company, 1,479,704 shares
of Common Stock (the “Shares”). The aggregate purchase price for the Shares shall be US$29,594,080 (the “Purchase
Price”).


 


2.2           Closing.



 


(a)          The
closing of the redemption of the Shares contemplated hereunder (the “Closing”) shall take place on a Business
Day in the offices of Wilson Sonsini Goodrich & Rosati at Unit 1001, 10/F Henley Building, 5 Queen’s Road Central, Hong
Kong or at such other location as may be mutually agreed by the Parties, as soon as practicable but no later than three Business
Days following the date upon which all of the conditions set forth in Article VI, other than those that by their nature may
only be satisfied or waived at the Closing, have been satisfied or waived as of the date of the Closing, or such other date as
the Parties may mutually agree (the “Closing Date”).


 


(b)          At
the Closing, Seller shall deliver or cause to be delivered the following documents to the Company or the transfer agent of the
Company against payment of the Purchase Price by the Company: (i) original of a certificate evidencing the Shares (the “Share
Certificate”), accompanied by duly executed irrevocable stock powers in such form as required by the transfer agent,
with any required transfer stamps affixed thereto (the “Stock Powers”), (ii) a duly executed letter of instruction
from Seller, in such form as required by the transfer agent, instructing the transfer agent to register the Shares as having been
redeemed by the Company (the “Transfer Instruction”), and (iii) such other documents as may be reasonably required
by the transfer agent in order to complete the redemption and acquisition of the Shares from Seller by the Company (together with
the Share Certificate, the Stock Powers and the Transfer Instruction, the “Seller Deliverables”).


 




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(c)          At
the Closing, Seller and the Company shall take the following actions in the sequence set out below:


 


(i)          upon
the Company’s inspection of the Seller Deliverables to its satisfaction, the Company shall deliver or cause to be delivered
(A) US$17,756,448, which is 60% of the Purchase Price, to Seller by initiating a wire transfer of immediately available funds to
an account designated by Seller no later than five (5) Business Days prior to the Closing Date, and (B) US$11,837,632, which is
40% of the Purchase Price, to the Plaintiffs’ Agent by initiating a wire transfer of immediately available funds to an account
designated by the Plaintiffs’ Agent no later than five (5) Business Days prior to the Closing Date; and


 


(ii)         immediately
upon the Company’s presentation to Seller of the irrevocable instruction initiating the wire transfers as set forth in 2.2(c)(i)
above, Seller shall deliver the Seller Deliverables in accordance with Section 2.2(b).


 


For the avoidance
of doubt, the provisions under this Section 2.2(c) are intended to describe the agreed mechanics of the Closing only but the Closing
shall not be deemed to have consummated until all deliveries described in Section 2.2(b) shall have been made, including, without
limitation, receipt of the Purchase Price by Seller and the Plaintiffs’ Agent, and all such deliverables (including without
limitation payment of the Purchase Price) shall be deemed to occur simultaneously and to be conditioned upon each other.


 


Article III







REPRESENTATIONS AND WARRANTIES OF SELLER AND SELLER AFFILIATE


 


Seller and Seller Affiliate
hereby jointly and severally represent and warrant to the Company as of the date hereof and as of the Closing Date as follows:


 


3.1           Authorization;
Enforcement; Validity. This Agreement has been duly and validly executed and delivered by Seller and Seller Affiliate, and
is a valid and binding obligation of Seller and Seller Affiliate enforceable against Seller and Seller Affiliate in accordance
with the respective terms herein.


 


3.2           No
Conflict. Subject to compliance with the Escrow Agreement, the Escrow Side Agreement and the Settlement Agreement, the execution
and delivery by Seller and Seller Affiliate of this Agreement, and the performance by Seller and Seller Affiliate of their obligations
hereunder, as of the date hereof do not and as of the Closing Date will not (i) violate or contravene any provision of applicable
Law, or (ii) violate or contravene, or require any consent or other action by any Person under, constitute a default under, any
agreement, contract or note binding upon Seller or Seller Affiliate.


 




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3.3           Ownership
of Shares. The Shares have been duly authorized and validly issued and are fully paid and non-assessable. Other than the transfer
restrictions under the Escrow Agreement, the Escrow Side Agreement, the Settlement Agreement and the HK Lawsuit, (i) Seller is
and on the Closing Date will be the record and beneficial owner of the Shares, free and clear of all security interests, claims
(pending or threatened), liens, pledges, charges, equities or other encumbrances, limitations or restrictions (including any restriction
on the right to vote, sell or otherwise dispose of such Shares) (“Encumbrances”), and (ii) Seller has the legal
right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver
the Shares free and clear of all Encumbrances The HK Lawsuit is the only adverse claim in respect of the Shares’ title that
Seller and Seller Affiliate are aware of.


 


3.4           No
Approvals. Subject to compliance with the Escrow Agreement, the Escrow Side Agreement and the Settlement Agreement, no filing
with, or consent, approval, authorization, order, registration, qualification or decree of, any court or governmental authority
or agency, domestic or foreign, is necessary or required for the execution and delivery of this Agreement, the performance by
Seller and Seller Affiliate of their obligations hereunder or in connection with the sale and delivery of the Shares hereunder
or the consummation of the transactions contemplated by this Agreement.


 


3.5           Seller’s
Status. Seller is a sophisticated investor with sufficient investment or financial knowledge and experience as well as knowledge
in the Company, which enable her to properly evaluate the risks and merits of her participation in the transaction contemplated
hereunder and protect her own interest in connection therewith. Seller has made a determination based on her own independent review
and such professional advice as she deems appropriate that (i) her consideration of the sale of the Shares to the Company in the
transaction contemplated hereunder is fully consistent with her financial needs, objectives and condition, and (ii) the terms
of the transaction contemplated hereunder have been agreed through arm’s-length negotiation and are fair to Seller.


 


3.6           Purchase
Price. Seller fully understands that the Purchase Price may be less than the current trading price of the Shares and believes
that, due to the size of Seller’s holdings, any attempt to dispose of the Shares on the public market would most likely
drive the market price down and result in an average price per share that is less than an amount equaling (x) the Purchase Price
divided by (y) the number of Shares.


 


3.7           Settlement
Agreement. The Settlement Agreement has been duly and validly executed and delivered by each of the parties thereto, is effective,
and constitutes valid and binding obligations of Seller and Seller Affiliate and enforceable against Seller and Seller Affiliate
in accordance with the terms therein. The effectiveness and enforceability of the Settlement Agreement is not dependant or conditioned
upon any Government Authority approval or consent.


 




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3.8           Information.
Seller acknowledges that (i) Seller and Seller Affiliate have received and reviewed the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2012, Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and the Company’s
Current Reports on Form 8-K filed with the SEC after March 31, 2013, and the other filings made by the Company with the SEC, (ii)
Seller and Seller Affiliate had the opportunity to ask questions of and receive answers from the Company directly about the expected
financial results for the quarter ended June 30, 2013 and other non-public matters, (iii) Seller was a director of the Company
between July 19, 2006 and December 17, 2010, (iv) Mr. Li Chong Yang, representative of Seller and Seller Affiliate, was a director
of the Company between December 17, 2010 and July 20, 2012 and had access to material non-public information relating to the Company,
and (v) Seller and Seller Affiliate are familiar with the Company’s business and financial conditions. Seller further acknowledges
that the Company has informed Seller that the Company may have material non-public information regarding the Company (“MNPI”).
Such MNPI, when it is eventually available and disclosed publicly, may cause the market price of the Company’s common stock
to increase or decrease substantially. Seller understands, based on her experience, the disadvantage to which Seller is subject
due to the disparity of information between the Company and Seller. Notwithstanding this, Seller desires to engage in the transaction
contemplated hereunder. Seller hereby waives any future claim that Seller might have based on the failure by the Company to disclose
the MNPI and expressly releases the Company from any and all liabilities arising from the Company’s failure to disclose
such MNPI, and Seller agrees to make no claim against the Company in respect of the transaction contemplated under this Agreement
related to the Company’s failure to disclose such MNPI to Seller, except with respect to representations, warranties, covenants
and agreements expressly made by the Company in this Agreement. Based
on such information and investigation as Seller has deemed appropriate and without reliance upon any MNPI that the Company may
have, Seller has independently made her own analysis and decision to enter into the transaction contemplated hereunder. Except
for the representations, warranties and agreements of the Company expressly set forth in this Agreement, Seller is relying exclusively
on her own sources of information, investment analysis and due diligence (including such professional advice as she deems appropriate)
with respect to the transaction contemplated hereunder.


 


3.9           Foreign
Corrupt Practices Act. Any proceeds received by Seller under this Agreement will be received by Seller as principal and not
as agent for others, and no part of any payment hereunder will be paid or assigned to or shared with any third party except for
the payment of lawful costs and expenses. Neither Seller nor Seller Affiliate is an officer or employee of, or acting in an official
capacity for, any Government Entity (as defined below), any political party or official thereof, or any candidate for political
office (individually and collectively, a “Government Official”). Neither Seller nor Seller Affiliate is holding
or using any Shares on behalf of any Government Official or Government Entity. “Government Entity” as used in
this Section 3.9 means any government or any department, agency or instrumentality thereof, including any entity or enterprise
owned or controlled by a government or a public international organization.


 


3.10         Joint
Obligors. Seller and Seller Affiliate hereby represent and warrant that they collectively act as one party under this Agreement
and shall be jointly and severally liable for any of their obligations hereunder.


 




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Article IV







REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company hereby
represents and warrants to Seller and Seller Affiliate as of the date hereof and as of the Closing Date as follows:


 


4.1           Authorization;
Enforcement; Validity. The execution and delivery by the Company of this Agreement, the performance by the Company of its
obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by
all requisite corporate actions on the part of the Company. This Agreement has been duly and validly executed and delivered by
the Company, and is a valid and binding obligation of the Company enforceable against the Company in accordance with the respective
terms herein.


 


4.2           No
Conflict. The execution and delivery by the Company of this Agreement, and the performance by the Company of its obligations
hereunder, as of the date hereof do not and as of the Closing Date will not (i) violate or contravene any provision of applicable
Law or Order, (ii) violate or contravene the certificate of incorporation or by-laws of the Company, or (iii) violate or contravene,
or require any consent or other action by any Person under, constitute a default under, any agreement, contract or note binding
upon the Company.


 


4.3           No
Approvals. No filing with, or consent, approval, authorization, order, registration, qualification or decree of, any court
or governmental authority or agency, domestic or foreign, is necessary or required for the execution and delivery of this Agreement,
the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated by this Agreement.


 


4.4           Funds.
The Company will have sufficient funds lawfully available to pay the Purchase Price at Closing and effect the redemption of the
Shares contemplated hereby.


 


4.5           Independent
Investigation. The Company acknowledges that neither Seller nor Seller Affiliate has made any representation or warranty except
as expressly set forth in Article III of this Agreement and in making its decision to enter into this Agreement and to consummate
the transactions contemplated hereby, the Company has relied solely on its own investigation and the express representations and
warranties of Seller and Seller Affiliate set forth in Article III of this Agreement.


 




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Article V







COVENANTS AND AGREEMENTS


 


5.1           Further
Cooperation. Subject to the terms and conditions provided herein, each of the Parties shall use commercially reasonable efforts
to promptly take, or cause to be taken, all necessary actions proper under applicable Laws, to obtain consents or provide notices
or effect registrations and filing or remove impediments necessary to consummate the transactions contemplated hereby as promptly
as practicable following the date hereof. Each Party shall execute and deliver at the Closing documents required to be executed
and delivered by it as Closing conditions, shall take all steps necessary and proceed diligently and act in good faith to satisfy
each condition in Article VI and shall not take or fail to take any action that could reasonably be expected to result in the
non-fulfillment or delay of any such condition.


 


5.2           Exclusivity.
Without the prior written consent of the Company, during the period starting from the date hereof and ending on the earlier date
of (x) the Long Stop Date (as defined below), and (y) the date when this Agreement is terminated in accordance with Section 8.1(a)
(the “Exclusive Period”), neither Seller nor Seller Affiliate, or any of their agents, representatives or advisors
shall contact, discuss or negotiate with any third party (other than in connection with the performance by Seller and Seller Affiliate
under the Settlement Agreement, the Escrow Agreement and the Escrow Side Agreement or as required by any Law or Order under the
HK Lawsuit) with respect to (i) any transaction relating to the sale, acquisition, exchange, pledge, or transfer of any securities
of the Company held by Seller; or (ii) any contract, agreement, arrangement, understanding or other commitments relating to potential
disposal, voting, settlement or other arrangements in relation to shares of Common Stock held by Seller.


 


During the Exclusive
Period, Seller and Seller Affiliate shall not, and shall cause their agents, representatives and advisors not to, take any action
to initiate, contact, induce, solicit, encourage, participate or assist any Person other than the Company and its affiliates in
any offer, inquires, discussions, proposals or negotiations in connection with any transaction, contract, agreement, arrangement
or commitments referred to above other than in connection with the performance by Seller and Seller Affiliate under the Settlement
Agreement, the Escrow Agreement and the Escrow Side Agreement as required by any Law or Order under the HK Lawsuit. During the
Exclusive Period, Seller shall not sell, transfer or otherwise dispose or subject to any Encumbrance, any shares of Common Stock
registered under the name of Seller, except that such restriction shall not apply to any sale of such shares by Seller in accordance
with the Order of any court of competent jurisdiction.


 


5.3           Confidentiality.
Except as otherwise required by applicable Law, or regulations of stock exchange, or otherwise permitted by this Agreement, each
of the Company, on the one hand, and Seller and Seller Affiliate, on the other hand, shall not disclose to any third party any
content or information in connection with this Agreement and the transactions contemplated hereby, or non-public information relating
to the other Party (“Confidential Information”) without the prior consent of the other Party and shall keep
Confidential Information strictly confidential. The Company may disclose Confidential Information to its and its affiliates’
directors, officers, managers, employees, investors and potential investors and the Company, Seller and Seller Affiliate may disclose
Confidential Information to their respective professional advisers, accountants or lawyers on a need-to-know basis; provided,
however, that the disclosing Party shall ensure that such Persons are subject to the same confidentiality obligation as they were
under this Agreement. Notwithstanding anything herein to the contrary, the Parties acknowledge that (i) Seller may be required
to file with the SEC such schedules and forms as may be required under Section 13(d) and Section 16 of the United States Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as applicable and (ii) the Company may be required to
file with the SEC such forms as may be required under the Exchange Act, each of which may need to disclose information with respect
to the transactions contemplated hereby and contain as an exhibit thereto a copy of this Agreement, and nothing contained in this
Section 5.3 is intended to limit or restrict such ability to file such schedules and forms or any amendments thereto. To the extent
practicable and permitted by applicable Law, prior to Seller’s disclosure of Confidential Information to a Government Authority
or stock exchange (including Seller’s disclosure to the SEC), Seller shall notify the Company in advance of such disclosure
and shall obtain the Company’s consent with respect to the contents of such disclosure, which consent shall not be unreasonably
withheld or delayed by the Company.


 




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5.4           No
Claim by Seller or Seller Affiliate. Following Closing, which shall have occurred in accordance with the terms and conditions
of this Agreement, Seller and Seller Affiliate hereby irrevocably waive their right to, and undertake that they shall not, make
any claim (whether directly or indirectly through third parties) or take any other action against the Company, its and its affiliates’
directors, officers, employees, shareholders, owners, representatives, agents or advisors, for any reason or cause, other than
with respect to any inaccuracy in or breach of any representation or warranty of the Company under this Agreement, in connection
with the Shares, this Agreement or the transactions contemplated hereby.


 


5.5           Stock-Splits,
Reclassification or Reorganization. If after the date hereof and prior to Closing, the number of Common Stock is increased
or decreased as a result of a stock dividend, a subdivision or split-up of Common Stock, a consolidation, combination, reverse
stock split, reorganization or reclassification of Common Stock, a merger with or into or consolidation with another corporation
undertaken by the Company, or any other similar event, the number of Shares to be sold by Seller hereunder and the Purchase Price
for such Shares shall be appropriately and equitably adjusted to reflect the intent of the agreement set forth in Section 2.1.



 


5.6           Performance
of Settlement Agreement. Seller and Seller Affiliate shall duly perform all of their obligations under the Settlement Agreement.


 


5.7           Delivery
of Share Certificate. Seller and Seller Affiliate shall use commercially reasonable efforts to cause the Share Certificate
to be delivered to the Company or the transfer agent of the Company on or prior to the Closing.


 




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Article VI







CONDITIONS TO CLOSING


 


6.1           Conditions
to Seller’s Obligations. The obligation of Seller to proceed with the Closing is subject to the fulfillment, at or before
the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller jointly in their
sole discretion):


 


(a)          Representations
and Warranties. Each of the representations and warranties made by the Company in this Agreement shall be true and correct
in all respects on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date.


 


(b)          Performance.
The Company shall have performed and complied with each agreement, covenant and obligation required by this Agreement to be so
performed or complied with by it in all material respects at or before the Closing.


 


(c)          Injunctions;
Illegality. No provision of any applicable Law or Order shall restrain, enjoin or otherwise prohibit the consummation of the
Closing.


 


(d)          Settlement
Agreement. The Settlement Agreement shall be effective and valid.


 


(e)          Release
of Share Certificate. The Share Certificate shall have been released pursuant to the Escrow Agreement and the Escrow Side Agreement.


 


6.2           Conditions
to the Company’s Obligations. The obligation of the Company to proceed with the Closing is subject to the fulfillment,
at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Company
in its sole discretion):


 


(a)          Representations
and Warranties. Each of the representations and warranties made by Seller and Seller Affiliate in this Agreement shall be true
and correct in all respects on and as of the Closing Date as though such representation or warranty was made on and as of the Closing
Date.


 


(b)          Performance.
Seller and Seller Affiliate shall have performed and complied with each agreement, covenant and obligation required by this Agreement
to be so performed or complied with by Seller and Seller Affiliate at or before the Closing.


 


(c)          Injunctions;
Illegality. No provision of any applicable Law shall restrain, enjoin or otherwise prohibit the consummation of the Closing.


 


(d)          Settlement
Agreement. The Settlement Agreement shall be effective and valid.


 




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(e)          Release
of Share Certificate. The Share Certificate shall have been released pursuant to the Escrow Agreement and the Escrow Side Agreement.


 


Article VII







INDEMNIFICATION


 


7.1           Indemnification
by Seller and Seller Affiliate. Seller and Seller Affiliate shall indemnify the Company and each of its and its affiliates’
directors, officers, employees, shareholders, owners, representatives, agents and advisors (collectively, the “Indemnified
Parties”) and save and hold each of them harmless against any direct losses (the “Losses”) suffered,
incurred or paid by the Indemnified Parties (including reasonable legal fees), arising from, as a result of or in connection with:
(i) any failure of any representation or warranty made by Seller and Seller Affiliate in Article III to be true and correct in
all respects as of the date hereof and as of the Closing Date; (ii) any breach of any covenant or agreement by Seller or Seller
Affiliate contained in this Agreement; (iii) the HK Lawsuit or the Settlement Agreement or (iv) any other claims or actions with
respect to Seller’s ownership of the Shares.


 


7.2           Limitation.


 


(a)          The
aggregate amount of all Losses for which Seller and Seller Affiliate shall be liable pursuant to Section 7.1 shall not exceed 110%
of the Purchase Price.


 


(b)          Net
payments by Seller and Seller Affiliate pursuant to Section 7.1 in respect of any Losses shall be limited to the amount of any
liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar
payment actually received by the Indemnified Parties in respect of any such claim. The Company shall, and shall procure the other
Indemnified Parties to, use its or their commercially reasonable efforts to recover under insurance policies or indemnity, contribution
or other similar agreements, if any, for any Losses and shall promptly refund any such recovery received by the Indemnified Party
to Seller and Seller Affiliate.


 


(c)          In
no event shall Seller or Seller Affiliate be liable to any Indemnified Party for any punitive, incidental, consequential, special
or indirect damages, including loss of profit or opportunity.


 


7.3           Exclusive
Remedies. Subject to Section 8.7, the Company acknowledges and agrees that its sole and exclusive remedy with respect to any
and all claims for any breach of any representation, warranty, covenant, agreement or obligation of Seller and Seller Affiliate
set forth herein, shall be pursuant to the indemnification provisions set forth in this Article VII.


 




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Article VIII







GENERAL PROVISIONS


 


8.1           Termination.


 


(a)          This
Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing:


 


(i)          by
a written agreement between the Parties;


 


(ii)         by
the Company or Seller if the Closing shall not have occurred by September 30, 2013 (the “Long Stop Date”); provided
that the right to terminate this Agreement under this Section 8.1(a)(ii) shall not be available to any Party whose failure to fulfill
any obligation (including without limitation the obligations under Section 5.1) under this Agreement shall be the cause of the
failure of the Closing to occur on or before such date;


 


(iii)        by
the Company if there has been a breach of any covenant or a breach of any representation or warranty or other agreement contemplated
hereunder of Seller or Seller Affiliate, which breach would cause the failure of any condition precedent set forth in Section 6.2;


 


(iv)        automatically
upon completion of transfer of any Shares by Seller to any third party pursuant to the Order of a court of competent jurisdiction
after the date hereof; or


 


(v)         automatically
upon termination of the Settlement Agreement.


 


(b)          In
the event of termination of this Agreement as provided in Section 8.1(a), this Agreement shall forthwith become void, and
there shall be no liability or obligation on the part of the Parties hereto and, as applicable, the officers, directors and shareholders
of the Company; provided that (i) each Party shall remain liable for any breaches of this Agreement or in any other instruments
delivered pursuant to this Agreement prior to its termination; and (ii) the provisions of Section 5.3 and this Article VIII
shall remain in full force and effect and survive any termination of this Agreement. Notwithstanding anything to the contrary in
this Agreement, the Company agrees that neither Seller nor Seller Affiliate shall be held liable in the event that this Agreement
is terminated pursuant to Section 8.1(a)(iv).


 


8.2           Amendment.
This Agreement may be amended (and any right hereunder extended or waived) by the Parties at any time by execution of an instrument
in writing signed on behalf of each Party.


 


8.3           Expenses
and Fees. Unless otherwise agreed among the Parties, all fees and expenses incurred in connection with the transactions contemplated
by this Agreement, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties
incurred by a Party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the
transactions contemplated hereby, shall be the obligation of the respective Party incurring such fees and expenses.


 




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8.4           Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or by commercial
messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with
acknowledgment of complete transmission) to the Parties at the following addresses (or at such other address for a Party as shall
be specified by like notice); provided, however, that notices sent by mail will not be deemed given until received:


 


If to Seller and/or
Seller Affiliate, to:


 


Mr. Ze Qin Lin


10B NANFU Building


Lakeside Park, 66 Hubin Road


Fuzhou, 350001


People’s Republic of China


Telephone: +86-13859085533


Fax: +86-59183772219


Email: linzeqin@139.com


 


If to the Company, to:


 


China Biologic Products, Inc.


18th Floor, Jialong International
Building


19 Chaoyang Park Road


Chaoyang District, Beijing 100125


People’s Republic of China


Telephone: +86-10-66983166


Attention: Chief Financial Officer


 


8.5           Counterparts;
Facsimiles. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Parties,
it being understood that all Parties need not sign the same counterpart for it to be effective among the Parties. A facsimile,
telecopy or other reproduction of this Agreement may be executed by one or more Parties hereto and delivered by such Party by
facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen.
Such execution and delivery shall be considered valid, binding and effective for all purposes.


 


8.6           Severability.
In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application
of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties.
The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.


 




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8.7           Specific
Performance. The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the Parties shall be entitled to seek an injunction or injunctions without the need to post any bond or other financial assurances
in order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the
United States or any state, province or other locale, both U.S. and non-U.S., having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.


 


8.8           Governing
Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of New York State,
without regard to the principle of conflict laws thereunder. All disputes between the Parties arising out of or relating to this
Agreement shall be finally settled at the Hong Kong International Arbitration Centre (the “Centre”) in accordance
with the Rules of Arbitration of the Center by three arbitrators appointed in accordance with said Arbitration Rules. The place
of arbitration shall be in Hong Kong. The arbitration shall be conducted in English. The resolution of any dispute by arbitration
pursuant to this Section 8.8 shall be non-appealable, final, binding and conclusive on the Parties to such dispute and
may be enforced and entered as a judgment in any court of law with jurisdiction thereof. Notwithstanding the foregoing, any Party
shall be free to seek interim or permanent equitable or injunctive relief, or both, from any court having jurisdiction to grant
the same.


 


8.9           Entire
Agreement; No Third Party Beneficiaries; Assignment. This Agreement and the documents and instruments and other agreements
among the Parties hereto referenced herein: (a) constitute the entire agreement among the Parties with respect to the subject
matter hereof and supersede all prior agreements and understandings both written and oral, among the Parties with respect to the
subject matter hereof; (b) are not intended to confer upon any other Person any rights or remedies hereunder; and (c) shall not
be assigned by operation of law or otherwise.


 


8.10         No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the Parties to express
their mutual intent, and no rules of strict construction will be applied against any Party.


 




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IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.


 


	 	China Biologic Products, Inc.
	 	 	 
	 	By:	 /s/ David (Xiaoying) Gao
	 	Name:	 David (Xiaoying) Gao
	 	Title:	Chief Executive Officer


 


[Signature Page to the Redemption
Agreement]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.


 


	 	Li, Lin Ling
	 	 
	 	/s/ Li, Lin Ling
	 	 
	 	Lin, Ze Qin
	 	 
	 	/s/ Lin,
    Ze Qin  


 


[Signature Page to the Redemption
Agreement]