PURCHASE AGREEMENT

This Purchase Agreement (this “ Agreement ”) is made as of May 19, 2009 by and among Ms. Yan Li (the “ Seller ”), the purchasers set forth on the signature pages hereto (each, a “ Purchaser ” and collectively, the “ Purchasers ”) and China-Biotics, Inc., a Delaware corporation (the “ Company ”).

WHEREAS, Seller desires to sell certain of her shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), to the Purchasers and the Purchasers desire to purchase such shares.

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Sections 4(1) and 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), Seller desires to sell and transfer to each Purchaser the number of shares of Common Stock set forth on such Purchaser’s signature page hereto, which such shares of Common Stock were originally issued to the Seller by the Company (the “ Shares ”) and each Purchaser desires to purchase the Shares from the Seller.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Seller, the Company and the Purchasers hereby agree as follows:

Section 1. Agreement to Purchase .  Each Purchaser hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares set forth on each such Purchaser’s signature page pursuant to the conditions set forth herein.  The purchase price per Share being sold to the Purchasers hereunder is $8.60 (the “ Purchase Price ”).

Section 2. Closing; Delivery .

a.           The closing under this Agreement shall occur upon delivery of executed signature pages to this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement as provided in Sections 2(b) and 2(c) to the offices of Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166 (the “ Closing ”) at 10:00 a.m. (eastern time) on such date as the Purchasers and Seller may agree upon (the “ Closing Date ”).

b.           Following the execution of this Agreement, the Seller will deliver, or cause to be delivered, to the Company’s transfer agent the certificate representing the Shares together with all executed stock power and assignment documents which may be relevant in order to effectuate the transfer of the Shares to the Purchasers.

c.           At the Closing, (i) the Seller will deliver, or cause to be delivered, to each Purchaser or its designee a facsimile copy of the certificate representing the Shares being purchased by such Purchaser in the name of each such Purchaser, and thereupon, (ii) each Purchaser will deliver to the Seller by wire transfer of immediately available funds to such account as designated by Seller, a United States dollar amount equal to the product of the Purchase Price multiplied by the number of Shares set forth on such Purchaser’s signature page hereto.

d.           Within three (3) Trading Days following the Closing Date, Seller will deliver, or cause to be delivered, to each Purchaser or its designee an original certificate representing the Shares being purchased by such Purchaser in the name of each such Purchaser.  For purposes of this Agreement, “ Trading Day ” shall mean any day on which The NASDAQ Stock Market, LLC is open for trading.

Section 3.  Representations and Warranties of each Purchaser .  Each Purchaser, severally and not jointly, hereby represents and warrants to the Seller and the Company as follows:

a.            Intent .  Such Purchaser is acquiring the Shares as principal for its own account and not with a current view to or for distributing or reselling such Shares, without prejudice, however, to such Purchaser’s right, at all times, to sell or otherwise dispose of all or any part of such Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws.  Nothing contained herein shall be deemed a representation or warranty by any Purchaser to hold the Shares for any period of time.  Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business and does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Shares.

b.            Organization; Authority .  Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite partnership power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The purchase by each such Purchaser of the Shares hereunder has been duly authorized by all necessary action on the part of such Purchaser.  This Agreement has been duly executed by each such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally.

c.            Purchaser Status .  Such Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act.  Such Purchaser is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

d.            Experience of such Purchaser .  Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.  Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.

e.            General Solicitation .  Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

f.            Independent Investment Decision .  Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to this Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision.  Such Purchaser has not relied on the business or legal advice of Roth Capital Partners, LLC or any of its agents, counsel or affiliates in making its investment decision hereunder, and confirms that none of such persons has made any representations or warranties to Purchaser in connection with the transactions contemplated by this Agreement.  Such Purchaser has had the opportunity to conduct its own due diligence and have its questions regarding the Company and the Shares answered to its satisfaction.

g.            Non-Public Information .  Such Purchaser acknowledges that the Seller may be an "affiliate" of the Company as such term is defined in the Securities Act and the rules and regulations promulgated thereunder, and that the Seller may have non-public information (which may or may not be relevant to such Purchaser’s consideration of an investment in the Shares) with respect to the Company which each Purchaser agrees need not be provided to him or her.

h.            Restricted Securities .  Such Purchaser acknowledges that the Shares are “restricted securities” as defined in Rule 144 under the Securities Act.

Section 4. Representations and Warranties of the Company .  The Company hereby represents and warrants to each Purchaser as follows:

a.            Authority .  This Agreement has been duly executed by the Company, and when delivered by the Company in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Section 5. Representations and Warranties of the Seller .  The Seller hereby represents and warrants to each Purchaser and the Company as follows:

a.            Power and Authority .  Such Seller has full authority and power to execute and deliver this Agreement and perform its obligations arising thereunder and to sell and transfer the Shares to the Purchasers as provided herein.  This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller enforceable against such Seller in accordance with its respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally.

b.            Ownership .  Seller is the sole and exclusive owner, beneficially and of record, of the Shares, free and clear of any lien, encumbrance or pledge and, except for restrictions on transfer imposed by applicable securities laws, has the unconditional right to sell the Shares as contemplated by this Agreement.  At the Closing, upon payment of the Purchase Price, the Purchasers will acquire all right, title and interest in the Shares, free and clear of any lien, restriction on transfer, option, warrant, purchase right, encumbrance or pledge other than restrictions on transfer in accordance with applicable securities laws.  The Seller is not a party to any option, warrant, purchase right or other contract or commitment that could require the Seller to sell or transfer the Shares (other than as set forth in this Agreement).  Such Seller is not aware of any third party claims with respect to the Shares.

c.            Solicitation .  At no time did such Seller present or solicit, by means of any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation, in connection with the offer, sale and purchase of the Shares.

d.            No Conflicts .  The execution and delivery of this Agreement and the performance of its respective terms and the consummation of the transactions contemplated hereby will not, with or without the giving of notice or the passage of time, contravene, conflict with, constitute a violation or breach of or result in a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice or consent under (a) any contract, security interest, or other arrangement to which such Seller is a party or by which such Seller or its property is bound or to which any of such Seller’s assets are subject, (b) any order, writ, injunction, award, decree, decision or ruling of any court, arbitrator or governmental or regulatory body against or binding such Seller or its property, or (c) any statute, law, rule or regulation of any jurisdiction to which Seller or its property may be subject.

e.            Consents .  No governmental authorization is required to be obtained by the Seller from, and no filing with a governmental entity is required to be made by the Seller in connection with, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

f.            No Other Broker .  Except for Roth Capital Partners, LLC, the Seller (i) has not engaged or made any arrangements with any broker-dealer, placement agent, financial advisor or consultant, finder, investment banker or bank to of­fer or sell the Shares and (ii) has not incurred any brokers, finders or similar fee in connection with the transactions contemplated by this Agreement.&