Exhibit 10.3
Agreement on Equity Transfer, Acquisition, Joint
Venture and Cooperation
Party A: Shanxi Power
Construction Corporation
Party B: FAN Qingchu
Party C: Shandong Taibang Biological Products Co.,
Ltd
Whereas, Party B has proposed to
transfer 35% of equity interest it holds in Huitain Blood Products
Co., Ltd. ("Huitian"), and after Party A's consent, Party A and
Party B entered into the Agreement for Termination of the Joint
Venture and Cooperation Agreement between Shareholders, according
to which Party A agreed to Party C purchasing the 35% of equity
interest Party B holds in Huitian and to Party B and Party C
entering into equity transfer agreement (this Agreement shall
prevail in case of any discrepancy). According to the relevant
provisions by the agreement among the Parties, the Parties have
agreed as follows in regards to the relevant issues:
1.
Before the execution of all the agreements, the
Parties shall provide the following documents as the conditions
that these agreements will take effect: (1) opinions of Party B
regarding the equity transfer; (2) documents issued by the
shareholders' meeting (or board of directors) of Party C approving
the acquisition of equity interest; (3) the documents issued by
Party A approving the transfer of equity interest and waiver of
preemptive rights to purchase the equity interest to be
transferred; (4) the documents issued by the shareholders' meeting
of Huitian; and (5) the warrant letter issued by Party B to Party
A.
2.
Considering the above terms and conditions,
Party A, Party B and Party C shall endeavor to perform its duties
and complete the agreed tasks as soon as possible after conclusion
of this Agreement.
3.
Huitian is engaging in updating and renovations
according to GMP (new standards). In order to maintain the
continuity of these work, Party B covenants to provide on-site
assistance and coordinate to complete internal inspection and
special examination during the periods for renovation, project
completion and launching of production, so as to assure the project
can be put into production smoothly.
4.
The period after conclusion of this Agreement
and before the completion of the AIC alteration registration is the
transitional period, for which period it is agreed as
follows:
4.1
Party C will enjoy corresponding
rights in Huitian which Party B enjoyed after Party C pays the
first installment of the Transfer
