Exhibit 10.2
Joint Venture and Cooperation Agreement between
Shareholders
Party A: Shaanxi Power
Construction Corporation
Party B: Shandong Taibang Biological Products Co.,
Ltd
Whereas, Party A entered into a
Joint Venture and Cooperation Agreement between Shareholders with
FAN Qingchun ("Transferor") on November 8, 2005 for purpose of
joint acquisition of 68% equity interest held by Jiao Da Rui Shen
in Huitian Blood Products Co., Ltd. ("Huitian"). After the
acquisition, Party A held 65% of the equity interests in Huitian,
while the Transferor held 35% of the equity interests in Huitian.
After registration of the equity transfer with the administration
for industry and commerce, both Parties have been jointly operating
Huitian till now. In July 2008, the Transferor proposed to transfer
35% of the equity interests it held in Huitian due to its own
reasons and recommended Party B as the Transferee.
Whereas, the Transferor claims
that the equity interest transfer will conflict with the provisions
of the Joint Venture and Cooperation Agreement between Shareholders
and the articles of association of Huitian, Party A and FAN Qingchu
has entered into an Agreement for Termination of the Joint Venture
and Cooperation Agreement between Shareholders.
Whereas, Party A agrees to Party
B becoming a shareholder, waives its preemptive rights to purchase
the equity interests to be transferred, and agrees that Party B may
negotiate and enter into an equity transfer agreement with the
Transferor.
In accordance with the Company
Law of the People's Republic of China, the Contract Law of the
People's Republic of China, in respect of the acquisition of equity
interests of Huitian and cooperation between shareholders, Party A
and Party B have agreed as follows:
I.
Equity Acquisition
1.
Party A agrees that Party B may acquire 35% of
the equity interests in Huitian and become a shareholder in Huitian
on condition that Party B shall maintain Huitian's long-term
stability and development.
2.
Party B agrees to keep fair and transparent the
Transfer Price, the appraised assets value, method of transaction
as well as the payment of the Transfer Price for the equity
interest to be acquired and to provide the equity transfer
agreement to Party A.
3.
Party A and Party B will hold 65% and 35% of the
equity interest in Huitian respectively and become the only two
shareholders of Huitian after the equity transfer between Party B
and the Transferor has been completed.
II.
Principles for
Cooperation
Party B will exercise and enjoy
corresponding rights as a shareholder according to the stipulations
after the conclusion of this Agreement and the equity transfer
agreement. In terms of the cooperation, both Parties have agreed as
follows in accordance with the Company Law of the People's Republic
of China:
1
1.
Party A and Party B will hold 65% and 35% of the
equity interest in Huitian, respectively, and correspondingly
undertake liabilities and allocate profits according to the capital
contribution ratio.
2.
For purpose of stability, neither Party
may, within five years after conclusion of this Agreement, propose
to transfer the equity interest to any Person other than the
existing shareholders, and after such period such Party shall have
preemptive rights to purchase the equity interest that is intended
to be transferred by the other shareholder.
3.
The board of directors of Huitian shall have
five members, among which three shall be appointed by Party A and
two shall be appointed by Party B. Furthermore, the board of
supervisors of Huitian shall have three members, among which one
shall be appointed by Party A, one shall be appointed by Party B
and one shall be representative of employees. Directors and
supervisors shall be recommended by the shareholders, while the
employee supervisor shall be recommended by the employees, and all
directors and supervisors shall be elected by the shareholders'
meeting.
4.
The chairman of board of directors of Huitian
shall be one of the directors recommended by Party A, shall be
elected by the board of directors and shall be the legal
representative of Huitian. The chairman of board of supervisors of
Huitian shall be one of the supervisors recommended by Party A and
shall be elected by the board of supervisors.
5.
Huitian adopts a General Manager responsible
system under the leadership of the board of directors. The
management of Huitian shall be consist of five members, among which
three shall be recommended by Party A and two shall be recommended
by Party B. The General Manger shall be engaged by the board of
directors, while the other members of the senior management shall
be engaged by the board of directors according to
nominati
