SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

China Biologic Products, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

16938C106

(CUSIP Number)

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, NY  10017

(212) 878-0600

With a copy to:

Howard Zhang, Esq.

Davis Polk & Wardwell LLP

261F, Twin Towers West

B12, Jian Guo Men Wai Avenue

Beijing 100022

People's Republic of China

+(86) 10 8567 5002

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

November 16, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.			16938C106
1.	Names of Reporting Persons. Warburg Pincus Private Equity X, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 1,618,230*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 1,618,230*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,618,230*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 6.7%*
14.	Type of Reporting Person (See Instructions) PN

_______________________

* See Item 5.

CUSIP No.			16938C106
1.	Names of Reporting Persons. Warburg Pincus X Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 51,770*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 51,770*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 51,770*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) less than 1%*
14.	Type of Reporting Person (See Instructions) PN

_______________________

* See Item 5.

CUSIP No.			16938C106
1.	Names of Reporting Persons. Warburg Pincus X, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 1,670,000*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 1,670,000*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,000*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 6.9%*
14.	Type of Reporting Person (See Instructions) PN

_______________________

* See Item 5.

CUSIP No.			16938C106
1.	Names of Reporting Persons. Warburg Pincus X  LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 1,670,000*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 1,670,000*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,000*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 6.9%*
14.	Type of Reporting Person (See Instructions) OO

_______________________

* See Item 5.

CUSIP No.			16938C106
1.	Names of Reporting Persons. Warburg Pincus Partners, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 1,670,000*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 1,670,000*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,000*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 6.9%*
14.	Type of Reporting Person (See Instructions) OO

_______________________

* See Item 5.

CUSIP No.			16938C106
1.	Names of Reporting Persons. Warburg Pincus & Co.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 1,670,000*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 1,670,000*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,000*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 6.9%*
14.	Type of Reporting Person (See Instructions) PN

_______________________

* See Item 5.

CUSIP No.			16938C106
1.	Names of Reporting Persons. Warburg Pincus LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 1,670,000*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 1,670,000*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,000*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 6.9%*
14.	Type of Reporting Person (See Instructions) OO

_______________________

* See Item 5.

CUSIP No.			16938C106
1.	Names of Reporting Persons. Charles R. Kaye
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States of  America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 1,670,000*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 1,670,000*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,000*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 6.9%*
14.	Type of Reporting Person (See Instructions) IN

_______________________

* See Item 5.

CUSIP No.			16938C106
1.	Names of Reporting Persons. Joseph P. Landy
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  o (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		Sole Voting Power -0-
		8.		Shared Voting Power 1,670,000*
		9.		Sole Dispositive Power -0-
		10.		Shared Dispositive Power 1,670,000*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,000*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 6.9%*
14.	Type of Reporting Person (See Instructions) IN

_______________________

* See Item 5.

Item 1.  Security and Issuer

The class of equity securities to which this statement relates is the common stock, $0.0001 par value per share (the “Shares”), of China Biologic Products, Inc., a Delaware corporation (the “Company”).  The principal executive offices of the Company are located at No. 14 East Hushan Road, Tai’an City, Shandong Province, 271000, People's Republic of China.

Item 2.  Identity and Background

(a) This Schedule 13D is being filed by Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X”, and together with WP X, the “Funds”), Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”) and the sole general partner of each of the Funds, Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC”) and the sole general partner of WP X LP, Warburg Pincus Partners, LLC, a New York limited liability company (“WPP LLC”) and the sole member of WP X LLC, Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages each of the Funds, Warburg Pincus & Co., a New York general partnership (“WP”) and the managi ng member of WPP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC (Mr. Kaye, Mr. Landy, WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC and WP collectively being referred to as the “Reporting Persons”).  The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the U.S. Securities Exchange Act of 1934, as amended, (the “Joint Filing Agreement”) is attached hereto as Exhibit 1.

(b) The address of the principal business and principal office of each of the Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.  The general partners of WP and the members and managing directors of WP LLC, and their respective business addresses, are set forth on Schedule I hereto.

(c) The principal business of the Funds is that of making private equity and related investments.  The principal business of WP is acting as the managing member of WPP LLC.  The principal business of WPP LLC is acting as general partner to certain private equity funds and as the sole member of WP X LLC.  The principal business of WP X LLC is acting as general partner of WP X LP.  The principal business of WP X LP is acting as general partner of the Funds.  The principal business of WP LLC is managing certain private equity funds, including the Funds.  The principal business of each of Mr. Kaye and Mr. Landy is acting as a Managing General Partner of WP and Co-President and Managing Member of WP LLC.  The principal occupation of each of the general partners of WP and th e members and managing directors of WP LLC is set forth on Schedule I hereto.

(d) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the general partners, members or managing directors named on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the general partners, members or managing directors named on Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

(f) WP X, WPP X and WP X LP are each limited partnerships organized under the laws of the State of Delaware.  WP X LLC is a limited liability company organized under the laws of the State of Delaware. WPP LLC and WP LLC are each limited liability companies organized under the laws of the State of New York.  WP is a general partnership organized under the laws of the State of New York.  Messrs. Kaye and Landy are citizens of the United States of America.  Except as otherwise indicated on Schedule I hereto, each of the individuals referred to on Schedule I hereto is a citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration

On November 4, 2010, the Funds entered into a stock purchase agreement (the “Stock Purchase Agreement”), with Essence International Investment Limited (the “Selling Shareholder”). Pursuant to the Stock Purchase Agreement, the Funds agreed to purchase Shares from the Selling Shareholder.  At the closing of the transaction on

12

November 16, 2010 (the “Closing Date”), the Selling Shareholder sold a total of 700,000 Shares to the Funds for an aggregate purchase price of $9,100,000.00, or $13.00 per Share.  A copy of the Stock Purchase Agreement is attached hereto as Exhibit 2, and is incorporated herein by reference.

Additionally, on September 7, 2010 and August 31, 2010, the Funds entered into stock purchase agreements for the purchase of 200,000 and 770,000 Shares, respectively.  Descriptions of the terms of these agreements are provided below under Item 5.

All of the funds required to acquire the Shares were obtained from the working capital of each of the Funds, which in turn was obtained from capital contributions from the respective limited partners of the Funds.

Item 4.  Purpose of Transaction

The acquisition by the Funds of the Shares as described herein was effected because of the belief that the Shares represent an attractive investment.  The Funds beneficially own, and the Reporting Persons may be deemed to beneficially own, the Shares as an investment.  Depending on prevailing market, economic and other conditions, the Reporting Persons may from time to time acquire additional Shares or engage in discussions with the Company concerning future acquisitions of shares of its capital stock.  Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Company or otherwise.  The Reporting Persons intend to review their investment in the Company on a continuing basis and, depending upon the price and availability of share s of the Company’s capital stock, subsequent developments affecting the Company, the Company’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Company.

Terms of the Stock Purchase Agreement

Pursuant to the Stock Purchase Agreement, the Funds agreed to purchase, and the Selling Shareholder agreed to sell to the Funds, a total of 700,000 Shares for an aggregate price of $9,100,000.00.  WP X purchased 678,300 Shares and WPP X purchased 21,700 Shares of such total.

Potential Additional Acquisition of Securities of the Company

On May 30, 2010, the Funds entered into a stock purchase agreement (as may be amended from time to time, the “May 2010 Stock Purchase Agreement”), with Ms. Siu Ling Chan and Ms. Lin Ling Li (together, the “May 2010 Selling Shareholders”). Pursuant to the 2010 Stock Purchase Agreement, the Funds agreed to purchase 3,000,000 Shares from the May 2010 Selling Shareholders for an aggregate purchase price of $39,000,000.00, or $13.00 per Share. A copy of the May 2010 Stock Purchase Agreement is attached hereto as Exhibit 3, and is incorporated herein by reference.

Pursuant to Section 4(b)(i) of the May 2010 Stock Purchase Agreement, each of the May 2010 Selling Shareholders will use her best efforts to cause an individual nominated by the Funds to become elected or appointed as a director of the Company provided that such individual is not prohibited by any applicable law or stock exchange rules to be a public company director.  The foregoing arrangement shall continue for so long as such May 2010 Selling Shareholder continues to beneficially own five percent (5%) or more of the total outstanding voting stock of the Company.  In furtherance of the foregoing, upon request of the Funds, each of the May 2010 Selling Shareholders shall, to the extent allowed under Delaware law, promptly (a) use her best efforts to cause the board of directors of the Company to increase its siz e by one and appoint the Funds’ nominee to fill such vacancy, (b) use her best efforts to nominate and elect such nominee as a director at each of the Company’s annual meeting of stockholders, (c) vote all Shares and other securities of the Company beneficially owned by her at any meeting of stockholders of the Company and/or execute written consents in lieu of such meetings to elect the nominee of the Funds as a director of the Company and/or (d) take any and all necessary or desirable actions to ensure that the nominee of the Funds is appointed as a director promptly upon the Funds’ request. Pursuant to Section 4(b)(i) of the May 2010 Stock Purchase Agreement, upon the request of the Funds, each of the May 2010 Selling Shareholders will use her best efforts to cause an individual designated by the Funds to be appointed as an observer to the

13

Company’s board of directors, with the right to attend and participate in all meetings of the Company’s board of directors.

The May 2010 Stock Purchase Agreement is subject to certain customary closing conditions, including the delivery of a registration rights agreement with respect to the purchased Shares.  The satisfaction or waiver of all remaining conditions precedent and the subsequent closing of the May 2010 Stock Purchase Agreement is expected to occur soon after the Closing Date.

Additional Disclosure

Except as set forth above in this statement, none of the Reporting Persons nor, to the best of their knowledge, any of the persons set forth on Schedule I or listed in Item 2(e) hereto, has any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacanci es on the Board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer

(a)      The percentages used herein are calculated based upon the 24,213,533 Shares outstanding as of November 12, 2010, as reported in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2010.

WP X is the direct owner of 1,618,230 Shares representing approximately 6.7% of the outstanding Shares.  WPP X is the direct owner of 51,770 Shares representing approximately 0.2% of outstanding Shares.

Due to their respective relationships with the Funds and each other, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 1,670,000 Shares, representing approximately 6.9% of the outstanding Shares.  Each of WP, WP LLC, WPP LLC, WPX LLC, WP X LP, Mr. Kaye and Mr. Landy disclaims beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of all the Shares.

(b)      WP X is deemed to share voting power and disposition power over 1,618,230 with each of the Reporting Persons (other than WPP X). WPP X is deemed to share voting power and disposition power over 51,770 Shares with each of the Reporting Persons (other than WP X). Each of the Reporting Persons (other than the Funds) is deemed to share with the Funds the power to vote or to direct the vote and to dispose or to direct the disposition of 1,670,000 Shares.

(c)      On September 7, 2010, the Funds entered into a stock purchase agreement with Mr. Chao Ming Zhao and Golden Puma Holdings Limited (the “September 2010 Stock Purchase Agreement”), pursuant to which the Funds purchased 200,000 Shares for an aggregate purchase price of $2,600,000.00, or $13.00 per Share.  Pursuant to section 4(d) of the September 2010 Stock Purchase Agreement, the seller has agreed to use its best efforts to procure a registration rights agreement from the Company in respect of the purchased Shares.  A copy of the September 2010 Stock Purchase Agreement is attached hereto as Exhibit 4, and is incorporated herein by reference.

On August 31, 2010, the Funds entered into a stock purchase agreement with Ms. Lin Ling Li (the “August 2010 Stock Purchase Agreement”), pursuant to which the Funds purchased 770,000 Shares for an aggregate purchase price of $10,010,000.00, or $13.00 per Share. Pursuant to section 4(e) of  the August 2010 Stock Purchase Agreement, the seller has agreed to use its best efforts to procure a registration rights agreement from the Company

14

in respect of the purchased Shares. A copy of the August 2010 Stock Purchase Agreement is attached hereto as Exhibit 5, and is incorporated herein by reference.

Except for the transactions described in this Item 5 and in Items 3 and 4 above, no other transactions in the Shares were effected by the Reporting Persons or any persons set forth on Schedule I hereto during the sixty days before the date of this Schedule 13D.

(d)      Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the Shares is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e)      Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement, attached hereto as Exhibit 1, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto.

The Stock Purchase Agreement and 2010 Stock Purchase Agreement are described in Item 3 and Item 4 above, such summaries being incorporated in this Item 6 by reference.  The summaries of the Stock Purchase Agreement and 2010 Stock Purchase Agreement in this Schedule 13D is qualified in their entirety by references to the Stock Purchase Agreement and 2010 Stock Purchase Agreement, copies of which are attached hereto as Exhibit 2 and Exhibit 3, respectively.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Company.

Item 7.  Material to be Filed as Exhibits

Exhibit 1: Joint Filing Agreement, dated November 22, 2010, among the Reporting Persons, relating to the filing of a joint statement on Schedule 13D.

Exhibit 2: Stock Purchase Agreement dated as of November 4, 2010 by and among Essence International Investment Limited, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P.

Exhibit 3: May 2010 Stock Purchase Agreement dated as of May 30, 2010 by and among Ms. Siu Ling Chan, Ms. Lin Ling Li, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P.

Exhibit 4: September 2010 Stock Purchase Agreement dated as of September 7, 2010 by and among Mr. Chao Ming Zhao, Golden Puma Holdings Limited, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P.

Exhibit 5: August 2010 Stock Purchase Agreement dated as of August 31, 2010 by and among Ms. Lin Ling Li, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P.

15

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 24, 2010

WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS X, L.P.
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS X LLC
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS PARTNERS, LLC
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner

16

WARBURG PINCUS & CO.
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS LLC
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Managing Director
CHARLES R. KAYE
By:	/s/ Scott A. Arenare
	Name: Charles R. Kaye
	By: Scott A. Arenare, *Attorney-in-fact
JOSEPH P. LANDY
By:	/s/ Scott A. Arenare
	Name: Joseph P. Landy
	By: Scott A. Arenare, **Attorney-in-fact

* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

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SCHEDULE I

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”).  Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York  10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

NAME	PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS WITH THE REPORTING ENTITIES
Scott A. Arenare	Partner of WP; Member and Managing Director of WP LLC
David Barr	Partner of WP; Member and Managing Director of WP LLC
Alain J.P. Belda	Partner of WP; Member and Managing Director of WP LLC
Alexander Berzofsky	Partner of WP; Member and Managing Director of WP LLC
Sean D. Carney	Partner of WP; Member and Managing Director of WP LLC
Mark Colodny	Partner of WP; Member and Managing Director of WP LLC
David A. Coulter	Partner of WP; Member and Managing Director of WP LLC
Timothy J. Curt	Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis	Partner of WP; Member and Managing Director of WP LLC
Dai Feng	Partner of WP; Member and Managing Director of WP LLC
Steven Glenn	Partner of WP; Member and Managing Director of WP LLC
Jeffrey G. Goldfaden	Partner of WP; Member and Managing Director of WP LLC
Cecilia Gonzalo	Partner of WP; Member and Managing Director of WP LLC
Michael Graff	Partner of WP; Member and Managing Director of WP LLC
Patrick T. Hackett	Partner of WP; Member and Managing Director of WP LLC
E. Davisson Hardman	Partner of WP; Managing Director of WP LLC
Jeffrey A. Harris	Partner of WP; Member and Managing Director of WP LLC
In Seon Hwang	Partner of WP; Member and Managing Director of WP LLC
William H. Janeway	Partner of WP; Member and Senior Advisor of WP LLC
Chansoo Joung	Partner of WP; Member and Managing Director of WP LLC
Kenneth Juster	Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan	Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye	Managing General Partner of WP; Managing Member and Co-President of WP LLC
Henry Kressel	Partner of WP; Member and Managing Director of WP LLC
David Krieger	Partner of WP; Member and Managing Director of WP LLC
Joseph P. Landy	Managing General Partner of WP; Managing Member and Co-President of WP LLC
Kewsong Lee	Partner of WP; Member and Managing Director of WP LLC
Jonathan S. Leff	Partner of WP; Member and Managing Director of WP LLC
Michael Martin	Partner of WP; Member and Managing Director of WP LLC
James Neary	Partner of WP; Member and Managing Director of WP LLC
Dalip Pathak	Partner of WP; Member and Managing Director of WP LLC
Michael F. Profenius	Partner of WP; Managing Director of WP LLC
Justin Sadrian	Partner of WP; Member and Managing Director of WP LLC
Henry B. Schacht	Partner of WP; Member and Senior Advisor of WP LLC
Steven G. Schneider	Partner of WP; Member and Managing Director of WP LLC
Patrick Severson	Partner of WP; Member and Managing Director of WP LLC
John Shearburn	Partner of WP; Member and Managing Director of WP LLC
Christopher H. Turner	Partner of WP; Member and Managing Director of WP LLC

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John L. Vogelstein	Partner of WP; Member and Senior Advisor of WP LLC
Elizabeth H. Weatherman	Partner of WP; Member and Managing Director of WP LLC
Daniel Zilberman	Partner of WP; Member and Managing Director of WP LLC
Rosanne Zimmerman	Partner of WP; Member and Managing Director of WP LLC
WP & Co. Partners, L.P.*
Warburg Pincus Principal Partnership, L.P.**
Warburg Pincus Real Estate Principal Partnership, L.P.**
Warburg Pincus 2006 Limited Partnership**
Warburg Pincus 2007 Limited Partnership**

_____________________

*      New York limited partnership; primary activity is ownership interest in WP

**    Delaware limited partnership; primary activity is ownership interest in WP

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MEMBERS OF WP LLC

NAME	PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES
Scott A. Arenare	Member and Managing Director of WP LLC; Partner of WP
David Barr	Member and Managing Director of WP LLC; Partner of WP
Alain J.P. Belda	Member and Managing Director of WP LLC; Partner of WP
Alexander Berzofsky	Member and Managing Director of WP LLC; Partner of WP
Sean D. Carney	Member and Managing Director of WP LLC; Partner of WP
Julian Cheng (1)	Member and Managing Director of WP LLC
Miao Chi (2)	Member and Managing Director of WP LLC
Stephen John Coates (3)	Member and Managing Director of WP LLC
Mark Colodny	Member and Managing Director of WP LLC; Partner of WP
David A. Coulter	Member and Managing Director of WP LLC; Partner of WP
Timothy J. Curt	Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis	Member and Managing Director of WP LLC; Partner of WP
Martin D. Dunnett (3)	Member and Managing Director of WP LLC
Dai Feng	Member and Managing Director of WP LLC; Partner of WP
Robert Feuer (4)	Member and Managing Director of WP LLC
Rajiv Ghatalia (1)	Member and Managing Director of WP LLC
Steven Glenn	Member and Managing Director of WP LLC; Partner of WP
Jeffrey G. Goldfaden	Member and Managing Director of WP LLC; Partner of WP
Cecilia Gonzalo	Member and Managing Director of WP LLC; Partner of WP
Michael Graff	Member and Managing Director of WP LLC; Partner of WP
Patrick T. Hackett	Member and Managing Director of WP LLC; Partner of WP
Jeffrey A. Harris	Member and Managing Director of WP LLC; Partner of WP
In Seon Hwang	Member and Managing Director of WP LLC; Partner of WP
William H. Janeway	Member and Senior Advisor of WP LLC; Partner of WP
Chansoo Joung	Member and Managing Director of WP LLC; Partner of WP
Kenneth Juster	Member and Managing Director of WP LLC; Partner of WP
Peter R. Kagan	Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye	Managing Member and Co-President of WP LLC; Managing General Partner of WP
Henry Kressel	Member and Managing Director of WP LLC; Partner of WP
David Krieger	Member and Managing Director of WP LLC; Partner of WP
Joseph P. Landy	Managing Member and Co-President of WP LLC; Managing General Partner of WP
Kewsong Lee	Member and Managing Director of WP LLC; Partner of WP
Jonathan S. Leff	Member and Managing Director of WP LLC; Partner of WP
David Li (1)	Member and Managing Director of WP LLC
Vishal Mahadevia	Member and Managing Director of WP LLC
Niten Malhan (5)	Member and Managing Director of WP LLC
Michael Martin	Member and Managing Director of WP LLC; Partner of WP
Luca Molinari (6)	Member and Managing Director of WP LLC
James Neary	Member and Managing Director of WP LLC; Partner of WP
Dalip Pathak	Member and Managing Director of WP LLC; Partner of WP
Leo Puri (5)	Member and Managing Director of WP LLC
Justin Sadrian	Member and Managing Director of WP LLC; Partner of WP
Adarsh Sarma (5)	Member and Managing Director of WP LLC
Henry B. Schacht	Member and Senior Advisor of WP LLC; Partner of WP
Steven G. Schneider	Member and Managing Director of WP LLC; Partner of WP

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Joseph C. Schull (2)	Member and Managing Director of WP LLC
Patrick Severson	Member and Managing Director of WP LLC; Partner of WP
John Shearburn	Member and Managing Director of WP LLC; Partner of WP
Chang Q. Sun (1)	Member and Managing Director of WP LLC
Christopher H. Turner	Member and Managing Director of WP LLC; Partner of WP
John L. Vogelstein	Member and Senior Advisor of WP LLC; Partner of WP
Elizabeth H. Weatherman	Member and Managing Director of WP LLC; Partner of WP
Frank Wei (1)	Member and Managing Director of WP LLC
Peter Wilson (3)	Member and Managing Director of WP LLC
Jeremy S. Young  (3)	Member and Managing Director of WP LLC
Daniel Zilberman	Member and Managing Director of WP LLC; Partner of WP
Rosanne Zimmerman	Member and Managing Director of WP LLC; Partner of WP

(1)   Citizen of Hong Kong

(2)   Citizen of Canada

(3)   Citizen of United Kingdom

(4)   Citizen of Hungary

(5)   Citizen of India

(6)   Citizen of Italy

As of November 1, 2010

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EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT is entered into as of November 22, 2010, by and among the parties hereto.  The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.0001 per share (the “Common Stock”) of China Biologic Products, Inc. and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: November 22, 2010

WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS X, L.P.
By: Warburg Pincus X LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS X LLC
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner

WARBURG PINCUS PARTNERS, LLC
By: Warburg Pincus & Co., its managing member
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS & CO.
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Partner
WARBURG PINCUS LLC
By:	/s/ Scott A. Arenare
	Name: Scott A. Arenare
	Title: Managing Director
CHARLES R. KAYE
By:	/s/ Scott A. Arenare
	Name: Charles R. Kaye
	By: Scott A. Arenare, *Attorney-in-fact
JOSEPH P. LANDY
By:	/s/ Scott A. Arenare
	Name: Joseph P. Landy
	By: Scott A. Arenare, **Attorney-in-fact

* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

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EX-99.2

EXHIBIT 2

Execution Version

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2010, by and among (i) Essence International Investment Limited, a British Virgin Islands company (the “Selling Stockholder”) and (ii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together, the “Buyers”, and each individually, a “Buyer”).

WHEREAS:

The Selling Stockholder is the owner of US$7,500,000 aggregate principal amount of the senior secured convertible notes (the “Convertible Notes”) and warrants to purchase up to 937,500 shares of common stock, par value US$0.0001 per share (“Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Company”).

Upon the terms and subject to the conditions set forth in this Agreement, the Selling Stockholder intends to sell to the Buyers, and the Buyers desire to purchase from the Selling Stockholder, an aggregate of 700,000 shares of Common Stock, of the Company.

NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.PURCHASE AND SALE OF COMMON STOCK.

a.Purchase and Sale of Common Stock.  Upon the terms and subject to the conditions set forth in this Agreement, the Selling Stockholder agrees to sell, and the Buyers agree to purchase from the Selling Stockholder, at the Closing, an aggregate of 700,000 Common Stock of the Company (the aggregate number of Common Stock to be purchased by the Buyers shall be referred to as the “Shares”).  The purchase price for the Shares shall be US$13.00 per Share (the “Purchase Price”).

b.Closing Date.  The closing of the sale and purchase of the Shares (the “Closing”) shall take place as soon as possible, on or about November 18, 2010, and in no event later than three (3) Business Days following the satisfaction (or waiver, if applicable) of the conditions set forth in Sections 5 and 6 below, or at such other time as the Buyers and the Selling Stockholder may mutually agree in writing.  The Closing shall occur at the offices of Davis Polk & Wardwell LLP, 18th Floor, Hong Kong Club B uilding, 3A Chater Road, Central, Hong Kong, or at such other place as the Selling Stockholder and the Buyers may collectively designate in writing.  For purposes of this Agreement, “Business Day” means any a day, other than Saturday, Sunday or other day on which commercial banks in New York, Beijing or Hong Kong are authorized or required by applicable law to close.  The date of the Closing is hereinafter referred to as the “Closing Date”.

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c.Payment and Closing Deliverables.  At the Closing, the Selling Stockholder shall deliver to the Buyers (or their designees), simultaneous against the delivery by such Buyer of the Purchase Price as described below in this Section 1.c.:

(i)Originals of one or more certificates evidencing the Shares to be sold by the Selling Stockholder, accompanied by duly executed irrevocable stock powers in such form as required by the transfer agent, with any required transfer stamps affixed thereto;

(ii)A duly executed letter of instruction from the Selling Stockholder, in such form as required by the transfer agent, instructing the transfer agent to transfer the Shares held in the name of the Selling Stockholder to the Buyers (in book-entry form) in such proportion as between the Buyers as set forth on Schedule I hereto;

(iii)A duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of the Selling Stockholder to the Buyers;

(iv)Such other documents as may be required by the transfer agent in order to complete the transfer of the Shares from the Selling Stockholder to the Buyers; and

(v)A copy of the resolutions passed by the board of directors of the Selling Stockholder or other evidence of corporate authorization, authorizing and approving this Agreement and the transactions contemplated hereunder.

At the Closing, simultaneous against delivery by the Selling Stockholder of the items described above in this Section 1c, the Buyers shall deliver to the Selling Stockholder the Purchase Price for the Shares, by wire transfer of immediately available funds to an account designated by the Selling Stockholder as set forth on Schedule II hereto.

2.BUYERS’ REPRESENTATIONS AND WARRANTIES.

Each of the Buyers represents and warrants to the Selling Stockholder as of the date hereof and as of the Closing Date that:

a.Sophistication of Buyers.  By reason of its business or financial experience and its due diligence, including the opportunity to ask questions of the Company and to talk with the members of the senior management of the Company, such Buyer is capable of evaluating the risks and merits of an investment in the Company and of protecting its own interests in connection with this investment.

b.Accredited Investor Status.  Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “1933 Act”).

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c.Investment Purpose.  Such Buyer is acquiring the Shares for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof; provided, however, that by making the representations herein, such Buyer does not agree to hold the Shares for any minimum or other specific term, and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

d.Reliance on Exemptions.  Such Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

e.Transfer or Resale.  Such Buyer understands that the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the 1933 Act.

f.Legends.  Such Buyer understands that the stock certificates representing the Shares, except as set forth below, may bear a restrictive legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT.

The legend set forth above shall not be removed in respect of the Shares and the Company’s transfer agent shall not issue a stock certificate without such legend to the holder thereof, unless (i) such Shares are registered for resale under the 1933 Act and such Shares have been sold in compliance with applicable prospectus delivery requirements, (ii) such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares may be made without registration under the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the Shares have been sold, assigned or transferred pursuant to Rule 144 under the 1933 Act.

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

3.  REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER.

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Except for and subject to the Disclosure Schedule attached hereto, the Selling Stockholder represents and warrants to the Buyers as of the date hereof and as of the Closing Date that:

a.Organization; Authority; Competency. The Selling Stockholder is an entity duly organized, validly existing and in good standing under the laws of the British Virgin Islands with the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.  The execution, delivery and performance by the Selling Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Selling Stockholder. This Agreement has been duly executed by the Selling Stockholder, and when delivered by th e Selling Stockholder in accordance with terms hereof, will constitute the valid and legally binding obligation of the Selling Stockholder, enforceable against it in accordance with the terms hereof.

b.No Conflicts.  The execution and delivery by the Selling Stockholder of this Agreement, and the performance by the Selling Stockholder 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 any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Stockholder, (ii) violate or contravene the certificate of incorporation or by-laws of the Company, (iii) violate or contravene, or require any consent or other action by any person or entity under, constitute a default under, any agreement, contract or note bindin g upon the Selling Stockholder, or (iv) violate or contravene any organizational document of the Selling Stockholder.

c.Ownership of Securities.  (i) The Convertible Notes have been duly authorized and validly issued.  The Selling Stockholder is on the date hereof the record and beneficial owner of the Convertible Notes.  (ii) The Shares, upon completion of the conversion from the Convertible Notes, will have been duly authorized and validly issued and will be fully paid and non-assessable.  The Selling Stockholder, on the Closing Date, will be the record and beneficial owner of the Shares to be sold by the Selling Stockholder hereunder, free and clear of all security interests, claims, liens, pledges, charges, equities or other encumbrances, li mitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of such Shares), and the Selling Stockholder 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 to be sold by the Selling Stockholder hereunder.

d.Delivery of Shares.  Delivery of the stock certificates for the Shares to be sold by the Selling Stockholder, duly endorsed or accompanied by stock powers duly endorsed in blank, against payment therefor by the Buyers pursuant to this Agreement at the Closing, will pass valid title to such Shares to the Buyers (or their designees), free and clear of all security interests, claims, 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).

e.No Directed Selling Efforts.  The Selling Stockholder, or any person acting on behalf of the Selling Stockholder, has not directed any selling efforts in the United

4

States with respect to the Shares as to bring the sale of such Shares within the registration provisions of the 1933 Act or any state securities laws.  Subject to the accuracy of the Buyers’ representations herein, the sale and purchase of the Shares hereunder are exempted from the registration requirements of the United States federal and state securities laws.

f.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 Selling Stockholder of its obligations hereunder or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement.  If the Selling Stockholder is a “PRC Resident”, the Selling Stockholder has complied with all necessary registration and reporting requirements of the State Administratio n of Foreign Exchange of the PRC.

g.Acknowledgment.  The Selling Stockholder represents and warrants that it has, or has had, access to material non-public information relating to the Company and further agrees and acknowledges that (i) the Buyers may be deemed “insiders” (as defined under relevant rules promulgated under the 1933 Act and 1934 Act) with respect to the Company and (ii) there is no inequity or disparity of material information between itself and the Buyers.

4.  COVENANTS.

a.General.  Subject to any contrary provision in this Agreement, each party hereto will use its best efforts to take all actions and to do all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Sections 5 and 6, as applicable).

b.Conversion.  If the Selling Stockholder shall have not by the date of this Agreement submitted a duly completed conversion notice to the Company and all other documents and items required for the conversion of the certain of its Convertible Notes into the Shares (“Conversion Documents”), it shall within 2 business days of this Agreement submit such duly completed Conversion Documents to the Company.  The Selling Stockholder shall also timely submit any and all other documents and take any other further action that may be requested by the Company or the Company’s transfer age nt to facilitate the conversion of the relevant amount of Convertible Notes and issuance of the Shares.

c.Stock-Splits.  If after the date of completion of the conversion of the Convertible Notes as contemplated by this Agreement and the issuance of the Shares to the Selling Stockholder, 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 or reclassification of Common Stock, or any other similar event, the number of Shares to be sold by the Selling Stockholder 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 1. a.

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5.  CONDITIONS TO THE OBLIGATION OF THE SELLING STOCKHOLDER TO SELL.

The obligation of the Selling Stockholder to consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Selling Stockholder and (except as expressly provided below) may be waived by the Selling Stockholder at any time in its sole discretion by providing the Buyers with prior written notice thereof:

a.No provision of any applicable law shall prohibit the consummation of the Closing with respect to the Shares to be sold by the Selling Stockholder.

b.The representations and warranties given by the Buyers herein (disregarding any materiality qualifications) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, and the Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

c.The issuance of the Shares by the Company to the Selling Stockholder upon the conversion from the relevant amount of Convertible Notes shall have been completed.

6.  CONDITIONS TO THE BUYERS’ OBLIGATION TO PURCHASE.

The obligation of the Buyers to consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit and may be waived by the Buyers at any time in their sole discretion by providing the Selling Stockholder with prior written notice thereof:

a.No provision of any applicable law shall prohibit the consummation of the Closing.

b.The representations and warranties given by the Selling Stockholder herein (disregarding any materiality qualifications) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time and the Selling Stockholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Selling Stockholder at or prior to the Closing Date

c.The Selling Stockholder shall be ready and able to deliver to the Buyers valid title to the Shares to be sold by it and to consummate the Closing.

d.The Selling Stockholder shall have delivered to the Buyers a duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of the Selling Stockholder to the Buyers.

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e.Since the date hereof, there shall not have been any event, circumstance, change, fact, development or condition that, individually or in the aggregate, has a material adverse effect on the business, assets, results of operations or financial condition of the Company and its subsidiaries, taken as a whole; provided, however, this clause (e) shall not relieve the obligation of the Buyers to consummate the Closing if such event, circumstance, change, fact, development or condition arises from (i) the announcement of the transactions contemplated by this Agreement and the performance by the parties of their obligations under this Agreement; (ii) the matter set forth in the Disclosure Schedule; or (iii) a change in general business, e conomic or financial market conditions.  For the avoidance of doubt, none of the following shall be deemed, in and of itself, to constitute a material adverse change in the business, assets, results of operations or financial condition of the Company: (a) a change in the market price or trading volume of the Common Stock, (b) a failure by the Company to meet any published securities analyst estimates of revenue or earnings for any period; and (c) a change in conditions generally affecting the industries in which the Company operates so long as such conditions do not disproportionately affect the Company as compared to companies of a similar size.

f.The issuance of the Shares by the Company to the Selling Stockholder upon the conversion from the relevant amount of Convertible Notes shall have been completed.

7.  PUBLIC ANNOUNCEMENTS.

None of the parties hereto shall make any public statements regarding the existence of this Agreement or the terms hereof, the transaction contemplated herein and the identity of the parties hereto, except (i) as the parties hereto mutually agree in writing (including the language on any disclosure) or (ii) until such time as the parties hereto agree, based on the advice of counsel, that a public announcement is required by law or regulation, in which case the parties hereto shall in good faith attempt to agree on the content of any public announcements or publicity statements with respect thereto.  Notwithstanding the foregoing, the parties hereto acknowledge that the Selling Stockholder and/or the Buyers 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 1934 Act, as applicable, which may need to contain as an exhibit thereto a copy of this Agreement, and nothing contained in this Section 7 is intended to limit or restrict such ability to file such schedules and forms or any amendments thereto. The covenants set forth in this Section 7 will survive any termination of this Agreement.

8.  GOVERNING LAW; MISCELLANEOUS.

a.Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

b.Dispute Resolution.  Any disputes arising out of or in connection with this Agreement shall be submitted to arbitration in accordance with this Section 8b.  The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC Rules”).  The arbitration shall be decided by a

7

tribunal of three (3) arbitrators.  The Buyers (acting together) shall appoint one arbitrator, the Selling Stockholder shall appoint one arbitrator, and the two arbitrators so appointed shall choose the third arbitrator.  In the event the two arbitrators are unable to agree on a third arbitrator, such arbitrator shall be appointed by the HKIAC in accordance with the HKIAC Rules.  Arbitration proceedings shall be in English.  The award of the arbitration tribunal shall be final and conclusive and binding upon the parties.  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.

c.Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

d.Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other parties hereto; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

e.Headings.  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

f.Severability.  If any provision of this Agreement shall be held by a competent court to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.  Upon a determination that any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an accepta ble manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

g.Entire Agreement; Amendments.  This Agreement, including all schedules and exhibits hereto, supersedes all other prior oral or written agreements between the Buyers, the Selling Stockholder, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties hereto with respect to the matters covered herein.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom th e waiver is to be effective.

h.Notices.  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically

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generated and kept on file by the sending party); or (iii) three days after deposit with an internationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such communications shall be:

If to the Selling Stockholder:

The address set below the Selling Stockholder’s name on the signature page to this Agreement.

If to the Buyers:

Warburg Pincus

450 Lexington Avenue

New York, NY 10017

U.S.A.

Telephone: +1 (212) 878 0600

Facsimile: +1 (212) 878 9200

Attention: Timothy J. Curt

With a copy to:

Warburg Pincus Asia LLC

Suite 6703, Two IFC

8 Finance Street

Hong Kong

Telephone: +(852) 2536 6183

Facsimile: +(852) 3010 3338

Attention: Andrew Chan

With a copy to:

Davis Polk & Wardwell LLP

26/F, Twin Towers West

B12, Jian Guo Men Wai Avenue

Beijing 100022

People’s Republic of China

Telephone: +86 10 8567 5002 tel

Facsimile: +86 10 8567 5102

Attention: Howard Zhang

Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an internationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an internationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

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i.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that any Buyer may assign some or all of its rights hereunder to any person or entity without the consent of the Selling Stockholder, provided, however, that any such assignment shall not release such Buyer from its obligations hereunder unless such obligations are assumed by such assignee and the Selling Stockholder has consented to such assignment and assumption, which consent shall not be unreasonably withheld.

j.No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

k.Survival.  All representations, warranties, covenants and agreements of contained in this Agreement shall survive the Closing until the expiration of the applicable statute of limitations.

l.Further Assurances.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

m.Termination.  This Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of the Buyers and the Selling Stockholder or (ii) if the Closing shall not have consummated on or before 90 days after the date hereof, by either the Selling Stockholder, on the one hand, or the Buyers (acting together), on the other hand, if the other party shall have committed a material breach and such breach remains uncured within 15 days after notice thereof or failed to perform any provision of this Agreement.  Any termination of this Agreement shall be without liability of any party hereto, except for any breach of such party of thi s Agreement prior to the date of termination.  The provisions of Sections 7 and 8 shall survive any termination hereof pursuant to this Section 8(m).

n.Expenses.  All costs and expenses incurred in connection with this Agreement and the sale and purchase of Shares hereunder shall be paid by the party incurring such cost or expense.

o.No Finders Fee.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any party.

p.Waiver; Remedies; Specific Performance.  No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.  The

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parties hereto hereby agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

q.No Strict Construction; Interpretation.  The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party hereto.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electr onic media) in a visible form.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law.

* * * * * *

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IN WITNESS WHEREOF, the Buyers and the Selling Stockholder have caused this Stock Purchase Agreement to be duly executed as of the date first written above.

SELLING STOCKHOLDER:	BUYER:
	Warburg Pincus Private Equity X, L.P.
By: Essence International Investment Limited	By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X LLC, its general partner By: Warburg Pincus Partners LLC, its managing member By: Warburg Pincus & Co., its managing member
By:    /s/ Lixin Tian	By:        /s/ Timothy J. Curt
Name:  Lixin Tian	Name:  Timothy J. Curt
Title: Authorized Signatory	Title:  Partner
Address for Notices:	BUYER:
No.1 Gao Lan Road	Warburg Pincus X Partners, L.P.
Shanghai 200020, China
Tel: +86 21 5383 5959 Fax: +86 21 5383 5995	By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X LLC, its general partner By: Warburg Pincus Partners LLC, its managing member By: Warburg Pincus & Co., its managing member
	By:         /s/ Timothy J. Curt
	Name:   Timothy J. Curt
	Title:  Partner

Schedule I

Selling Stockholder	Buyer	Number of Shares	Purchase Price (US$)
Essence International Investment Limited	Warburg Pincus Private Equity X, L.P. (96.9%)	678,300	US$8,817,900
	Warburg Pincus X Partners, L.P. (3.1%)	21,700	US$282,100
	Total	700,000	US$9,100,000

EX-99.3

EXHIBIT 3

Execution Version

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 30, 2010, by and among (i) the parties listed in Schedule 1 hereto (together, the “Selling Stockholders”, and each individually, a “Selling Stockholder”) and (ii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together, the “Buyers”, and each individually, a “Buyer”).

WHEREAS:

Upon the terms and subject to the conditions set forth in this Agreement, the Selling Stockholders desire to sell to the Buyers, and the Buyers desire to purchase from the Selling Stockholders, an aggregate of 3,000,000 shares of common stock, par value US$0.0001 per share (“Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Company”).

NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.PURCHASE AND SALE OF COMMON STOCK.

a.Purchase and Sale of Common Stock.  Upon the terms and subject to the conditions set forth in this Agreement, each of the Selling Stockholders, severally but not jointly, agrees to sell to each of the Buyers, and each of the Buyers agrees to purchase from each of the Selling Stockholders, at the Closing, such number of Common Stock of the Company as set forth opposite the name of each such Selling Stockholder and each such Buyer on Schedule 1 hereto, comprising an aggregate of 3,000,000 Common Stock of the Company (the aggregate number of Common Stock to be purchased by the Buyers shall be referred to as the “Shares”).  The purchase price for the Shares shall be US$13.00 per Share (the “Purchase Price”).

b.Closing Date.  The closing of the sale and purchase of the Shares (the “Closing”) shall take place as soon as possible, and in no event later than three (3) Business Days following the satisfaction (or waiver, if applicable) of the conditions set forth in Sections 5 and 6 below, or at such other time as the Buyers and the Selling Stockholders may mutually agree in writing.  The Closing shall occur at the offices of Davis Polk & Wardwell LLP, 18th Floor, Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, or at such other place as the Selling Stockholders and the Buyers may collectively designate in writing.  For purposes of this Agreement, “Business Day” means any a day, other than Saturday, Sunday or other day on which commercial banks in New York, Beijing or Hong Kong are authorized or required by applicable law to close.  The date of the Closing is hereinafter referred to as the “Closing Date”.

c.Payment and Closing Deliverables.  At the Closing, each of the Selling Stockholders shall deliver to each of the Buyers (or their designees), simultaneous against the delivery by such Buyer of the Purchase Price as described below in this Section 1c:

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(i)Originals of one or more certificates evidencing the Shares to be sold by such Selling Stockholder, accompanied by duly executed irrevocable stock powers in such form as required by the transfer agent, with any required transfer stamps affixed thereto;

(ii)A duly executed letter of instruction from such Selling Stockholder, in such form as required by the transfer agent, instructing the transfer agent to transfer the Shares held in the name of such Selling Stockholder to the Buyers (in book-entry form) in such proportion as between the Buyers as set forth on Schedule I hereto;

(iii)A duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of such Selling Stockholder to the Buyers; and

(iv)Such other documents as may be required by the transfer agent in order to complete the transfer of the Shares from such Selling Stockholder to the Buyers.

At the Closing, simultaneous against delivery by each of the Selling Stockholders of the items described above in this Section 1c, each Buyer shall deliver to each Selling Stockholder the Purchase Price for the Shares such Buyer is purchasing from such Selling Stockholder as set forth on Schedule I hereto, by wire transfer of immediately available funds to an account designated by such Selling Stockholder as set forth on Schedule II hereto.

2.BUYERS’ REPRESENTATIONS AND WARRANTIES.

Each of the Buyers represents and warrants to the Selling Stockholders as of the date hereof and as of the Closing Date that:

a.Sophistication of Buyers.  By reason of its business or financial experience and its due diligence, including the opportunity to ask questions of the Company and to talk with the members of the senior management of the Company, such Buyer is capable of evaluating the risks and merits of an investment in the Company and of protecting its own interests in connection with this investment.

b.Accredited Investor Status.  Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “1933 Act”).

c.Investment Purpose.  Such Buyer is acquiring the Shares for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof; provided, however, that by making the representations herein, such Buyer does not agree to hold the Shares for any minimum or other specific term, and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

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d.Reliance on Exemptions.  Such Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholders are relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

e.Transfer or Resale.  Such Buyer understands that the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the 1933 Act.

f.Legends.  Such Buyer understands that the stock certificates representing the Shares, except as set forth below, may bear a restrictive legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT.

The legend set forth above shall not be removed in respect of the Shares and the Company’s transfer agent shall not issue a stock certificate without such legend to the holder thereof, unless otherwise required by state securities laws, unless (i) such Shares are registered for resale under the 1933 Act and such Shares have been sold in compliance with applicable prospectus delivery requirements, (ii) such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares may be made without registration under the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the Shares have been sold, assigned or transferred pursuant to Rule 144 under the 1933 Act.

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

3.  REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS.

Subject to the Disclosure Schedule attached hereto, each of the Selling Stockholders, severally but not jointly, represents and warrants to the Buyers as of the date hereof and as of the Closing Date that:

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

b.No Conflicts.  The execution and delivery by such Selling Stockholder of this Agreement, and the performance by such Selling Stockholder of her 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 any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, (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 or entity under, constitute a default under, any agreement , contract or note binding upon such Selling Stockholder, except for those notices, consents and waivers which have been obtained prior to the date hereof and except for the Company’s consent to the waiver letter attached as Exhibit I hereto which shall be obtained by the Selling Stockholders prior to the Closing Date.

c.Ownership of Shares.  The Shares have been duly authorized and validly issued and are fully paid and non-assessable.  Such Selling Stockholder is, and on the Closing Date will be, the record and beneficial owner of the Shares to be sold by such Selling Stockholder hereunder, free and clear of all security interests, claims, 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), and such Selling Stockholder has the legal right and power, and all authorization and approval required by law, to enter into this Ag reement and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder.

d.Delivery of Shares.  Delivery of the stock certificates for the Shares to be sold by such Selling Stockholder, duly endorsed or accompanied by stock powers duly endorsed in blank, against payment therefor by the Buyers pursuant to this Agreement at the Closing, will pass valid title to such Shares to the Buyers (or their designees), free and clear of all security interests, claims, 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).

e.No Directed Selling Efforts.  Such Selling Stockholder, or any person acting on behalf of such Selling Stockholder, has not directed any selling efforts in the United States with respect to the Shares as to bring the sale of such Shares within the registration provisions of the U.S. Securities Act of 1933, as amended, or any state securities laws.  Subject to the accuracy of the Buyers’ representations herein, the sale and purchase of the Shares hereunder are exempted from the registration requirements of the United States federal and state securities laws.

f.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 such Selling Stockholder of its obligations hereunder or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated

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by this Agreement.  If such Selling Stockholder is a “PRC Resident”, such Selling Stockholder has complied with all necessary registration and reporting requirements of the State Administration of Foreign Exchange of the PRC.

g.Company Reporting Obligations.  The Company has filed or furnished all forms, statements, certifications, reports and documents, including amendments thereto, required to be filed, furnished or submitted by it with the SEC (collectively, the “Company Commission Reports”).  Each of the Company Commission Reports that bears the signature of such Selling Stockholder has been filed on a timely basis as required under the U.S. Securities Exchange Act of 1934, as amended.  To the Knowledge of such Selling Shareholder, each of the Company Commission Reports t hat bears the signature of such Selling Stockholder as of the date of its filing or being furnished or submitted with the SEC did not, and the information contained therein considered as a whole as of the date hereof does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.  As used herein, “Knowledge” means, with respect to each Selling Stockholder, the knowledge of such Selling Stockholder and/or the spouse of such Selling Stockholder, in each case, after due inquiry.

4.  COVENANTS.

a.General.  Subject to any contrary provision in this Agreement, each party hereto will use its best efforts to take all actions and to do all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Sections 5 and 6, as applicable).

b.Director Appointment.

(i)Effective from and after the Closing, upon the request of the Buyers at any time or from time to time, each of the Selling Stockholders shall use her best efforts and take any and all necessary or desirable actions to cause an individual nominated by the Buyers (such individual may be designated or replaced by the Buyers from time to time, the “Nominee”) to promptly become elected or appointed as a director of the Company, the foregoing covenant shall continue for so long as such Selling Stockholder continues to beneficially own five percent (5%) or more of the total outstanding voting stock of the Company; provided that such individual is no t prohibited by any applicable law or stock exchange rules to be a public company director.  In furtherance and not in limitation of the foregoing, upon the request of the Buyers, each of the Selling Stockholders shall promptly (A) use her best efforts to cause the board of directors to, and shall take any and all other necessary or desirable actions to, expand the size of the board of directors by one member and appoint the Nominee to fill such newly created vacancy; (B) use her best efforts to cause the board of directors to, and shall take any and all other necessary or desirable actions to, nominate the Nominee for election or re-election as a director of the Company at any annual or special meeting of stockholders; (C) vote all Common Stock and other securities of the Company beneficially owned by her (including securities acquired after the date hereof) at any annual or special meeting

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of stockholders, and/or execute written consents in lieu of any annual or special meeting of stockholders, to elect the Nominee as a director of the Company; and/or (D) take any and all necessary or desirable actions (including all or a combination of the above, calling any meeting of stockholders, amending any provision of the bylaws of the Company, etc.) to reconstitute the composition of the board of directors to ensure that the Nominee is appointed as a director promptly upon the Buyer’s request.

(ii)Effective from and after the Closing, upon the request of the Buyers at any time and from time to time, each of the Selling Stockholders shall use her best efforts and take any and all necessary or desirable actions to cause the Company to promptly appoint an individual designated by the Buyers as an observer to the Company’s board of directors, with the right to attend and participate in all meetings of the Company’s board of directors.

(iii)Each Selling Stockholder agrees that from the date hereof she will not, and will not agree to, take or cause to be taken any action or do or cause to be done anything that could prevent, hinder or delay the appointment of the Buyer’s Nominee or observer to the board of directors.

(iv)In connection with the appointment of the Nominee as a director of the Company, each of the Selling Stockholders shall use her best efforts and take any and all necessary or desirable actions to (A) cause the Company to issue a press release in respect of such appointment that is consistent with and includes any reasonable content proposed by the Buyers and (B) cause the Company to consult with and obtain the Buyer’s prior consent (not to be unreasonably withheld or delayed) before issuing any press release or making any public statement or filing in respect of such appointment.

c.Stock-Splits.  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 or reclassification of Common Stock, or any other similar event, the number of Shares to be sold by each of the Selling Stockholders 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 1(a).

d.Extraordinary Actions.  Between the date hereof until the Closing, each the Selling Stockholders undertakes to not permit the Company (including by voting against any such proposed action, if applicable) to agree to or undertake  any merger with or into or consolidation with another corporation that would result in any reclassification or reorganization of Common Stock, any sale or conveyance to another corporation or entity of the assets or other properties of the Company as an entirety or substantially as an entirety, or any other extraordinary corporate actions or transactions.

e.Undertaking.  Each of the Selling Stockholders shall use her best efforts and take any and all necessary or desirable actions to obtain, as soon as possible after the date hereof, (i) the Company’s duly executed consent to the waiver letter attached as Exhibit I hereto, (ii) a duly executed copy of the Registration Rights Agreement substantially in the form attached as Exhibit II hereto between the Company and the Buyers, and (iii) a duly executed letter from

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the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of such Selling Stockholder to the Buyers.

5.  CONDITIONS TO THE OBLIGATION OF EACH SELLING STOCKHOLDER TO SELL.

The obligation of each Selling Stockholder to consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of such Selling Stockholder and (except as expressly provided below) may be waived by such Selling Stockholder at any time in her sole discretion by providing the Buyers with prior written notice thereof:

a.No provision of any applicable law shall prohibit the consummation of the Closing with respect to the Shares to be sold by such Selling Stockholder.

b.The representations and warranties given by the Buyers herein (disregarding any materiality qualifications) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, and the Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyers at or prior to the Closing Date.

6.  CONDITIONS TO THE BUYERS’ OBLIGATION TO PURCHASE.

The obligation of the Buyers to consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions (for the avoidance of doubt, the Buyer shall not be obligated to consummate the Closing unless the following conditions are satisfied with respect to both of the Selling Stockholders), provided that these conditions are for the Buyers’ sole benefit and may be waived by the Buyers at any time in their sole discretion by providing the Selling Stockholders with prior written notice thereof:

a.No provision of any applicable law shall prohibit the consummation of the Closing.

b.The representations and warranties given by each Selling Stockholder herein (disregarding any materiality qualifications) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time and each of the Selling Stockholders shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Selling Stockholder at or prior to the Closing Date

c.Each of the Selling Stockholders shall be ready and able to deliver to the Buyers valid title to the Shares to be sold by her and to consummate the Closing.

d.The Selling Stockholders shall have delivered to the Buyers the Company’s duly executed consent to waiver letter attached as Exhibit I hereto.

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e.The Company shall have executed and delivered a Registration Rights Agreement with the Buyers substantially in the form attached as Exhibit II hereto.

f.Each of the Selling Stockholders shall have delivered to the Buyers a duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of such Selling Stockholder to the Buyers.

g.Since the date hereof, there shall not have been any event, circumstance, change, fact, development or condition that, individually or in the aggregate, has a material adverse effect on the business, assets, results of operations or financial condition of the Company and its subsidiaries, taken as a whole.

7.  PUBLIC ANNOUNCEMENTS.

None of the parties hereto shall make any public statements regarding the existence of this Agreement or the terms hereof, the transaction contemplated herein and the identity of the parties hereto, except (i) as the parties hereto mutually agree in writing (including the language on any disclosure) or (ii) until such time as the parties hereto agree, based on the advice of counsel, that a public announcement is required by law or regulation, in which case the parties hereto shall in good faith attempt to agree on the content of any public announcements or publicity statements with respect thereto.  Notwithstanding the foregoing, the parties hereto acknowledge that the Selling Stockholders and/or the Buyers 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 1934 Act, as applicable, which may need to contain as an exhibit thereto a copy of this Agreement, and nothing contained in this Section 7 is intended to limit or restrict such ability to file such schedules and forms or any amendments thereto. The covenants set forth in this Section 7 will survive any termination of this Agreement.

8.  GOVERNING LAW; MISCELLANEOUS.

a.Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

b.Dispute Resolution.  Any disputes arising out of or in connection with this Agreement shall be submitted to arbitration in accordance with this Section 8b.  The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC Rules”).  The arbitration shall be decided by a tribunal of three (3) arbitrators.  Th e Buyers (acting together) shall appoint one arbitrator, the Selling Stockholders (acting together) shall appoint one arbitrator, and the two arbitrators so appointed shall choose the third arbitrator.  In the event the Selling Shareholders are unable to agree on one arbitrator, such arbitrator shall be appointed by the HKIAC in accordance with the HKIAC Rules.  Arbitration proceedings shall be in English.  The award of the arbitration tribunal shall be final and conclusive and binding upon the parties.  Notwithstanding the foregoing, any

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party shall be free to seek interim or permanent equitable or injunctive relief, or both, from any court having jurisdiction to grant the same.

c.Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

d.Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other parties hereto; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

e.Headings.  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

f.Severability.  If any provision of this Agreement shall be held by a competent court to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.  Upon a determination that any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as pos sible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

g.Entire Agreement; Amendments.  This Agreement, including all schedules and exhibits hereto, supersedes all other prior oral or written agreements between the Buyers, the Selling Stockholders, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties hereto with respect to the matters covered herein.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the p arty against whom the waiver is to be effective.

h.Notices.  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) three days after deposit with an internationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such communications shall b e:

If to the Selling Stockholders:

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The address set below such Selling Stockholder’s name on Schedule 1 hereto.

With a copy to:

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

Telephone: 212-459-7057

Facsimile: 212-355-3333

Attention: Catherine X. Pan

If to the Buyers:

Warburg Pincus

450 Lexington Avenue

New York, NY 10017

U.S.A.

Telephone: +1 (212) 878 0600

Facsimile: +1 (212) 878 9200

Attention: Timothy J. Curt

With a copy to:

Warburg Pincus Asia LLC

Suite 6703, Two IFC

8 Finance Street

Hong Kong

Telephone: +(852) 2536 6183

Facsimile: +(852) 3010 3338

Attention: Andrew Chan

With a copy to:

Davis Polk & Wardwell LLP

26/F, Twin Towers West

B12, Jian Guo Men Wai Avenue

Beijing 100022

People’s Republic of China

Telephone: +86 10 8567 5002 tel

Facsimile: +86 10 8567 5102

Attention: Howard Zhang

Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile

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machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an internationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an internationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

i.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that any Buyer may assign some or all of its rights hereunder to any person or entity without the consent of the Selling Stockholders, provided, however, that any such assignment shall not release such Buyer from its obligations hereunder unless such obligations are assumed by such assignee and the Sel ling Stockholders have consented to such assignment and assumption, which consent shall not be unreasonably withheld.

j.No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

k.Survival.  All representations, warranties, covenants and agreements of contained in this Agreement shall survive the Closing until the expiration of the applicable statute of limitations.

l.Further Assurances.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

m.Termination.  This Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of the Buyers and the Selling Stockholders or (ii) if the Closing shall not have consummated on or before 90 days after the date hereof, by either the Selling Stockholders (acting together), on the one hand, or the Buyers (acting together), on the other hand, if the other party shall have committed a material breach and such breach remains uncured within 15 days after notice thereof or failed to perform any provision of this Agreement.  Any termination of this Agreement shall be without liability of any party hereto, exc ept for any breach of such party of this Agreement prior to the date of termination.  The provisions of Sections 7 and 8 shall survive any termination hereof pursuant to this Section 8(m).

n.Expenses.  All costs and expenses incurred in connection with this Agreement and the sale and purchase of Shares hereunder shall be paid by the party incurring such cost or expense.

o.No Finders Fee.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any party.

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p.Waiver; Remedies; Specific Performance.  No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.  The parties hereto hereby agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall b e entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

q.No Strict Construction; Interpretation.  The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party hereto.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  Refe rences to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing word s (including electronic media) in a visible form.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law.

* * * * * *

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IN WITNESS WHEREOF, the Buyers and the Selling Stockholders have caused this Stock Purchase Agreement to be duly executed as of the date first written above.

SELLING STOCKHOLDER:	BUYER:
	Warburg Pincus Private Equity X, L.P.
	By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X LLC, its general partner By: Warburg Pincus Partners LLC, its managing member By: Warburg Pincus & Co., its managing member
/s/ Siu Ling Chan	By:       /s/ Timothy J. Curt
Ms. Siu Ling Chan	Name:  Timothy J. Curt
	Title:  Partner
SELLING STOCKHOLDER:	BUYER:
	Warburg Pincus X Partners, L.P.
	By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X LLC, its general partner By: Warburg Pincus Partners LLC, its managing member By: Warburg Pincus & Co., its managing member
/s/ Lin Ling Li	By:       /s/ Timothy J. Curt
Ms. Lin Ling Li	Name:  Timothy J. Curt
	Title:  Partner

Schedule I

Number of Shares to be sold by Ms. Siu Ling Chan

Selling Stockholder	Buyer	Number of Shares	Purchase Price (US$)
Ms. Siu Ling Chan (Address: 18 Liu He Road, Fuzhou, China)	Warburg Pincus Private Equity X, L.P. (96.9%)	1,453,500	US$18,895,500
	Warburg Pincus X Partners, L.P. (3.1%)	46,500	US$604,500
	Total	1,500,000	US$19,500,000

Number of Shares to be sold by Ms. Lin Ling Li

Selling Stockholder	Buyer	Number of Shares	Purchase Price (US$)
Ms. Lin Ling Li (Address: 10B Nanfu Building, Lakeside Park, 66 Hubin Road, Fuzhou, China)	Warburg Pincus Private Equity X, L.P. (96.9%)	1,453,500	US$18,895,500
	Warburg Pincus X Partners, L.P. (3.1%)	46,500	US$604,500
	Total	1,500,000	US$19,500,000

EX-99.4

EXHIBIT 4

Execution Version

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of September  7, 2010, by and among (i) Mr. Chao Ming Zhao (“CMZ”) and Golden Puma Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Selling Stockholder”, and together with CMZ, the “Sellers”) and (ii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together, the “Buye rs”, and each individually, a “Buyer”).

WHEREAS:

Upon the terms and subject to the conditions set forth in this Agreement, the Selling Stockholder intends to sell to the Buyers, and the Buyers desire to purchase from the Selling Stockholder, an aggregate of 200,000 shares of common stock, par value US$0.0001 per share (“Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Company”).

NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.PURCHASE AND SALE OF COMMON STOCK.

a.Purchase and Sale of Common Stock.  Upon the terms and subject to the conditions set forth in this Agreement, the Selling Stockholder agrees to sell, and the Buyers agree to purchase from the Selling Stockholder, at the Closing, an aggregate of 200,000 Common Stock of the Company (the aggregate number of Common Stock to be purchased by the Buyers shall be referred to as the “Shares”).  The purchase price for the Shares shall be US$13.00 per Share (the “Purchase Price”).

b.Closing Date.  The closing of the sale and purchase of the Shares (the “Closing”) shall take place as soon as possible, and in no event later than three (3) Business Days following the satisfaction (or waiver, if applicable) of the conditions set forth in Sections 5 and 6 below, or at such other time as the Buyers and the Selling Stockholder may mutually agree in writing.  The Closing shall occur at the offices of Davis Polk & Wardwell LLP, 18th Floor, Hong Kong Club Building, 3A Chater Road, Centra l, Hong Kong, or at such other place as the Selling Stockholder and the Buyers may collectively designate in writing.  For purposes of this Agreement, “Business Day” means any a day, other than Saturday, Sunday or other day on which commercial banks in New York, Beijing or Hong Kong are authorized or required by applicable law to close.  The date of the Closing is hereinafter referred to as the “Closing Date”.

c.Payment and Closing Deliverables.  At the Closing, the Selling Stockholder shall deliver to the Buyers (or their designees), simultaneous against the delivery by such Buyer of the Purchase Price as described below in this Section 1c:

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(i)Originals of one or more certificates evidencing the Shares to be sold by the Selling Stockholder, accompanied by duly executed irrevocable stock powers in such form as required by the transfer agent, with any required transfer stamps affixed thereto;

(ii)A duly executed letter of instruction from the Selling Stockholder, in such form as required by the transfer agent, instructing the transfer agent to transfer the Shares held in the name of the Selling Stockholder to the Buyers (in book-entry form) in such proportion as set forth on Schedule I hereto;

(iii)A duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of the Selling Stockholder to the Buyers;

(iv)Such other documents as may be required by the transfer agent in order to complete the transfer of the Shares from the Selling Stockholder to the Buyers; and

(v)A copy of the resolutions passed by the board of directors of the Selling Stockholder authorizing and approving this Agreement and the transactions contemplated hereunder.

At the Closing, simultaneous against delivery by the Selling Stockholder of the items described above in this Section 1c, the Buyers shall deliver to the Selling Stockholder the Purchase Price for the Shares, by wire transfer of immediately available funds to an account designated by the Selling Stockholder as set forth on Schedule II hereto.

2.BUYERS’ REPRESENTATIONS AND WARRANTIES.

Each of the Buyers represents and warrants to the Selling Stockholder as of the date hereof and as of the Closing Date that:

a.Sophistication of Buyers.  By reason of its business or financial experience and its due diligence, including the opportunity to ask questions of the Company and to talk with the members of the senior management of the Company, such Buyer is capable of evaluating the risks and merits of an investment in the Company and of protecting its own interests in connection with this investment.

b.Accredited Investor Status.  Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “1933 Act”).

c.Investment Purpose.  Such Buyer is acquiring the Shares for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof; provided, however, that by making the representations herein, such Buyer does not agree to hold the Shares for any minimum or other specific term, and reserves the right to dispose of

2

the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

d.Reliance on Exemptions.  Such Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

e.Transfer or Resale.  Such Buyer understands that the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the 1933 Act.

f.Legends.  Such Buyer understands that the stock certificates representing the Shares, except as set forth below, may bear a restrictive legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT.

The legend set forth above shall not be removed in respect of the Shares and the Company’s transfer agent shall not issue a stock certificate without such legend to the holder thereof, unless (i) such Shares are registered for resale under the 1933 Act and such Shares have been sold in compliance with applicable prospectus delivery requirements, (ii) such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares may be made without registration under the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the Shares have been sold, assigned or transferred pursuant to Rule 144 under the 1933 Act.

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

h.Release.  The Buyers understand and acknowledge that the Sellers have, or may have, obtained material, non-public, confidential information concerning the Company and its securities and may not have shared all such information with the Buyers. The Buyers are experienced, sophisticated and knowledgeable in trading in securities of public and private companies and accept the risks involved in a transaction where there may be disparity of information as between the Buyers and the Sellers. The Buyers expressly release the Sellers from

3

any and all liabilities arising from the Sellers’ failure to disclose such confidential information, and the Buyers agree to make no claim against the Sellers in respect of the transaction contemplated under this Agreement related to the Sellers’ failure to disclose such confidential information to the Buyers, in each case, except with respect to representations, warranties, covenants and agreements expressly made by the Sellers in this Agreement. The Buyers understand and acknowledge that the Sellers are relying on this provision in engaging in the transaction contemplated in this Agreement, and would not engage in such transaction in the absence of such provision.

3.  REPRESENTATIONS AND WARRANTIES OF THE SELLERS.

Except for and subject to the Disclosure Schedule attached hereto, each of the Sellers represents and warrants to the Buyers as of the date hereof and as of the Closing Date that:

a.Corporate Existence and Power.  The Selling Stockholder is a company duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted; it has heretofore delivered to the Buyers true and complete copies of its certificate of incorporation and memorandum and articles of association (including any amendments thereto, if any) as currently in effect.

b.Authorization; Enforcement; Validity.

(i)This Agreement has been duly and validly executed and delivered by CMZ, and is a valid and binding obligation of CMZ enforceable against CMZ in accordance with the respective terms herein.

(ii)The execution, delivery and performance by the Selling Stockholder of this Agreement and the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate action.  This Agreement constitutes a legal, valid and binding agreement of the Selling Stockholder, enforceable against it in accordance with the terms hereof.

c.No Conflicts.  The execution and delivery by each of the Sellers of this Agreement, and the performance by each of the Sellers 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 any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Sellers, as applicable, (ii) violate or contravene the certificate of incorporation or by-laws of the Company, (iii) violate or contravene, or require any consent or other action by any person or entity under, constitute a default under, any agreement, contract or note binding upo n the Sellers or (iv) with respect to the Selling Stockholder, violate or contravene the certificate of incorporation or memorandum and articles of association of the Selling Stockholder.

d.Ownership of Shares.  The Shares have been duly authorized and validly issued and are fully paid and non-assessable.  The Selling Stockholder is, and on the Closing

4

Date will be, the record and beneficial owner of the Shares to be sold by the Selling Stockholder hereunder, free and clear of all security interests, claims, 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), and the Selling Stockholder 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 to be sold by the Selling Stockholder hereunder.

e.Delivery of Shares.  Delivery of the stock certificates for the Shares to be sold by the Selling Stockholder, duly endorsed or accompanied by stock powers duly endorsed in blank, against payment therefor by the Buyers pursuant to this Agreement at the Closing, will pass valid title to such Shares to the Buyers (or their designees), free and clear of all security interests, claims, 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).

f.No Directed Selling Efforts.  Each of the Sellers, or any person acting on behalf of the Sellers, has not directed any selling efforts in the United States with respect to the Shares as to bring the sale of such Shares within the registration provisions of the 1933 Act or any state securities laws.  Subject to the accuracy of the Buyers’ representations herein, the sale and purchase of the Shares hereunder are exempted from the registration requirements of the United States federal and state securities laws.

g.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 each of the Sellers of its obligations hereunder or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement.  Each of the Sellers, if applicable, has complied with all necessary registration and reporting requirements of the State Administration of Foreign Exchange of the PRC.

h.Company Reporting Obligations.  The Company has filed or furnished all forms, statements, certifications, reports and documents, including amendments thereto, required to be filed, furnished or submitted by it with the SEC (collectively, the “Company Commission Reports”).  Each of the Company Commission Reports has been filed on a timely basis as required under the U.S. Securities Exchange Act of 1934, as amended.  To the Knowledge of each of the Sellers, each of the Company Commission Reports as of the date of its filing or being furnished or submitted with the SEC did not, and the information contained therein considered as a whole as of the date hereof does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.  As used herein, “Knowledge” means the knowledge of each of the Sellers after due inquiry.

4.  COVENANTS.

a.General.  Subject to any contrary provision in this Agreement, each party hereto will use its best efforts to take all actions and to do all things necessary, proper or

5

advisable to consummate and make effective the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Sections 5 and 6, as applicable).

b.Stock-Splits.  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 or reclassification of Common Stock, or any other similar event, the number of Shares to be sold by the Selling Stockholder 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 1(a).

c.Extraordinary Actions.  Between the date hereof until the Closing, CMZ, in his capacity as a stockholder in, and not Chief Executive Officer of, the Company, undertakes to procure that the Selling Stockholder does not permit, and the Selling Stockholder undertakes to not permit, the Company (including by voting against any such proposed action, if applicable) to agree to or undertake any merger with or into or consolidation with another corporation that would result in any reclassification or reorganization of Common Stock, any sale or conveyance to another corporation or entity of the assets or other properties of the Company as an entirety or substantiall y as an entirety, or any other extraordinary corporate actions or transactions.

d.Undertaking.  Each of the Sellers (in the case of CMZ, in his capacity as a stockholder in, and not Chief Executive Officer of, the Company) shall use its or his best efforts and take any and all necessary or desirable actions to obtain, as soon as possible after the date hereof, (i) a duly executed copy of the Registration Rights Agreement substantially in the form attached as Exhibit I hereto between the Company and the Buyers, and (ii) a duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the t ransfer of Shares held in the name of the Selling Stockholder to the Buyers.

5.  CONDITIONS TO THE OBLIGATION OF THE SELLING STOCKHOLDER TO SELL.

The obligation of the Sellers to consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Sellers and (except as expressly provided below) may be waived by the Sellers at any time in their sole discretion by providing the Buyers with prior written notice thereof:

a.No provision of any applicable law shall prohibit the consummation of the Closing with respect to the Shares to be sold by the Selling Stockholder.

b.The representations and warranties given by the Buyers herein (disregarding any materiality qualifications) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, and the Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

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6.  CONDITIONS TO THE BUYERS’ OBLIGATION TO PURCHASE.

The obligation of the Buyers to consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit and may be waived by the Buyers at any time in their sole discretion by providing the Sellers with prior written notice thereof:

a.No provision of any applicable law shall prohibit the consummation of the Closing.

b.The representations and warranties given by the Sellers herein (disregarding any materiality qualifications) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time and the Sellers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Sellers at or prior to the Closing Date

c.The Selling Stockholder shall be ready and able to deliver to the Buyers valid title to the Shares to be sold by it and to consummate the Closing.

d.The Selling Stockholder shall have delivered to the Buyers a duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of the Selling Stockholder to the Buyers.

e.Since the date hereof, there shall not have been any event, circumstance, change, fact, development or condition that, individually or in the aggregate, has a material adverse effect on the business, assets, results of operations or financial condition of the Company and its subsidiaries, taken as a whole.

7.  PUBLIC ANNOUNCEMENTS.

None of the parties hereto shall make any public statements regarding the existence of this Agreement or the terms hereof, the transaction contemplated herein and the identity of the parties hereto, except (i) as the parties hereto mutually agree in writing (including the language on any disclosure) or (ii) until such time as the parties hereto agree, based on the advice of counsel, that a public announcement is required by law or regulation, in which case the parties hereto shall in good faith attempt to agree on the content of any public announcements or publicity statements with respect thereto.  Notwithstanding the foregoing, the parties hereto acknowledge that the Sellers and/or the Buyers may be required to file with the SEC such schedules and forms as may be required under Se ction 13(d) and Section 16 of the 1934 Act, as applicable, which may need to contain as an exhibit thereto a copy of this Agreement, and nothing contained in this Section 7 is intended to limit or restrict such ability to file such schedules and forms or any amendments thereto. The covenants set forth in this Section 7 will survive any termination of this Agreement.

8.  GOVERNING LAW; MISCELLANEOUS.

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a.Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

b.Dispute Resolution.  Any disputes arising out of or in connection with this Agreement shall be submitted to arbitration in accordance with this Section 8b.  The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC Rules”).  The arbitration shall be decided by a tribunal of three (3) arbitrators.  The Buyers (acting to gether) shall appoint one arbitrator, the Sellers (acting together) shall appoint one arbitrator, and the two arbitrators so appointed shall choose the third arbitrator.  In the event the Sellers are unable to agree on one arbitrator, such arbitrator shall be appointed by the HKIAC in accordance with the HKIAC Rules.  Arbitration proceedings shall be in English.  The award of the arbitration tribunal shall be final and conclusive and binding upon the parties.  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.

c.Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

d.Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other parties hereto; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

e.Headings.  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

f.Severability.  If any provision of this Agreement shall be held by a competent court to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.  Upon a determination that any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an accepta ble manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

g.Entire Agreement; Amendments.  This Agreement, including all schedules and exhibits hereto, supersedes all other prior oral or written agreements between the Buyers, the Sellers, their affiliates and persons acting on their behalf with respect to the matters discussed

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herein, and this Agreement contains the entire understanding of the parties hereto with respect to the matters covered herein.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

h.Notices.  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) three days after deposit with an internationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such communications shall be:

If to the Sellers:

The address set below CMZ’s name on the signature page to this Agreement.

If to the Buyers:

Warburg Pincus

450 Lexington Avenue

New York, NY 10017

U.S.A.

Telephone: +1 (212) 878 0600

Facsimile: +1 (212) 878 9200

Attention: Timothy J. Curt

With a copy to:

Warburg Pincus Asia LLC

Suite 6703, Two IFC

8 Finance Street

Hong Kong

Telephone: +(852) 2536 6183

Facsimile: +(852) 3010 3338

Attention: Andrew Chan

With a copy to:

Davis Polk & Wardwell LLP

26/F, Twin Towers West

B12, Jian Guo Men Wai Avenue

Beijing 100022

People’s Republic of China

Telephone: +86 10 8567 5002 tel

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Facsimile: +86 10 8567 5102

Attention: Howard Zhang

Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an internationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an internationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

i.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that any Buyer may assign some or all of its rights hereunder to any person or entity without the consent of the Sellers, provided, however, that any such assignment shall not release such Buyer from its obligations hereunder unless such obligations are assumed by such assignee and the Sellers have consented to such assi gnment and assumption, which consent shall not be unreasonably withheld.

j.No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

k.Survival.  All representations, warranties, covenants and agreements of contained in this Agreement shall survive the Closing until the expiration of the applicable statute of limitations.

l.Further Assurances.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

m.Termination.  This Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of the Buyers and the Sellers or (ii) if the Closing shall not have consummated on or before 90 days after the date hereof, by either the Sellers (acting together), on the one hand, or the Buyers (acting together), on the other hand, if the other party shall have committed a material breach and such breach remains uncured within 15 days after notice thereof or failed to perform any provision of this Agreement.  Any termination of this Agreement shall be without liability of any party hereto, except for any breach of such party of this Agre ement prior to the date of termination.  The provisions of Sections 7 and 8 shall survive any termination hereof pursuant to this Section 8(m).

n.Expenses.  All costs and expenses incurred in connection with this Agreement and the sale and purchase of Shares hereunder shall be paid by the party incurring such cost or expense.

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o.No Finders Fee.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any party.

p.Waiver; Remedies; Specific Performance.  No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.  The parties hereto hereby agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled to an in junction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

q.No Strict Construction; Interpretation.  The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party hereto.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electr onic media) in a visible form.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law.

* * * * * *

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IN WITNESS WHEREOF, the Buyers and the Sellers have caused this Stock Purchase Agreement to be duly executed as of the date first written above.

CMZ:	BUYER:
	Warburg Pincus Private Equity X, L.P.
/s/ Chao Ming Zhao	By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X LLC, its general partner By: Warburg Pincus Partners LLC, its managing member By: Warburg Pincus & Co., its managing member
Mr. Chao Ming Zhao
Address for Notices:
P.O. Box 298 Huaxi District, Guiyang City Guizhou Province People’s Republic of China 550025
	By:       /s/ Timothy J. Curt
	Name:  Timothy J. Curt
	Title: Partner
SELLING STOCKHOLDER:	BUYER:
Golden Puma Holdings Limited	Warburg Pincus X Partners, L.P.
	By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X LLC, its general partner By: Warburg Pincus Partners LLC, its managing member By: Warburg Pincus & Co., its managing member
By:       /s/ Chao Ming Zhao	By:       /s/ Timothy J. Curt
Name:  Chao Ming Zhao	Name:  Timothy J. Curt
Title:    Authorized Signatory	Title:  Partner

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Schedule I

Selling Stockholder	Buyer	Number of Shares	Purchase Price (US$)
Golden Puma Holdings Limited	Warburg Pincus Private Equity X, L.P. (96.9%)	193,800	US$2,519,400
	Warburg Pincus X Partners, L.P. (3.1%)	6,200	US$80,600
	Total	200,000	US$2,600,000

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EX-99.5

EXHIBIT 5

Execution Version

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 31, 2010, by and among (i) Ms. Lin Ling Li (the “Selling Stockholder”) and (ii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and Warburg Pincus X Partners, L.P., a Delaware limited partnership (together, the “Buyers”, and each individually, a “Buyer”).

WHEREAS:

Upon the terms and subject to the conditions set forth in this Agreement, the Selling Stockholder desires to sell to the Buyers, and the Buyers desires to purchase from the Selling Stockholder, an aggregate of 770,000 shares of common stock, par value US$0.0001 per share (“Common Stock”), of China Biologic Products, Inc., a Delaware corporation (the “Company”).

NOW THEREFORE, in consideration of the foregoing, of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.PURCHASE AND SALE OF COMMON STOCK.

a.Purchase and Sale of Common Stock.  Upon the terms and subject to the conditions set forth in this Agreement, the Selling Stockholder agrees to sell, and the Buyers agree to purchase from the Selling Stockholder, at the Closing, an aggregate of 770,000 Common Stock of the Company (the aggregate number of Common Stock to be purchased by the Buyers shall be referred to as the “Shares”).  The purchase price for the Shares shall be US$13.00 per Share (the “Purchase Price”).

b.Closing Date.  The closing of the sale and purchase of the Shares (the “Closing”) shall take place as soon as possible, and in no event later than three (3) Business Days following the satisfaction (or waiver, if applicable) of the conditions set forth in Sections 5 and 6 below, or at such other time as the Buyers and the Selling Stockholder may mutually agree in writing.  The Closing shall occur at the offices of Davis Polk & Wardwell LLP, 18th Floor, Hong Kong Club Building, 3A Chater Road, Centra l, Hong Kong, or at such other place as the Selling Stockholder and the Buyers may collectively designate in writing.  For purposes of this Agreement, “Business Day” means any a day, other than Saturday, Sunday or other day on which commercial banks in New York, Beijing or Hong Kong are authorized or required by applicable law to close.  The date of the Closing is hereinafter referred to as the “Closing Date”.

c.Payment and Closing Deliverables.  At the Closing, the Selling Stockholder shall deliver to the Buyers (or their designees), simultaneous against the delivery by such Buyer of the Purchase Price as described below in this Section 1c:

(i)Originals of one or more certificates evidencing the Shares to be sold by the Selling Stockholder, accompanied by duly executed irrevocable stock

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powers in such form as required by the transfer agent, with any required transfer stamps affixed thereto;

(ii)A duly executed letter of instruction from the Selling Stockholder, in such form as required by the transfer agent, instructing the transfer agent to transfer the Shares held in the name of the Selling Stockholder to the Buyers (in book-entry form) in such proportion as between the Buyers as set forth on Schedule I hereto;

(iii)A duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of the Selling Stockholder to the Buyers; and

(iv)Such other documents as may be required by the transfer agent in order to complete the transfer of the Shares from the Selling Stockholder to the Buyers.

At the Closing, simultaneous against delivery by the Selling Stockholder of the items described above in this Section 1c, the Buyers shall deliver to the Selling Stockholder the Purchase Price for the Shares, by wire transfer of immediately available funds to an account designated by the Selling Stockholder as set forth on Schedule II hereto.

2.BUYERS’ REPRESENTATIONS AND WARRANTIES.

Each of the Buyers represents and warrants to the Selling Stockholder as of the date hereof and as of the Closing Date that:

a.Sophistication of Buyers.  By reason of its business or financial experience and its due diligence, including the opportunity to ask questions of the Company and to talk with the members of the senior management of the Company, such Buyer is capable of evaluating the risks and merits of an investment in the Company and of protecting its own interests in connection with this investment.

b.Accredited Investor Status.  Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “1933 Act”).

c.Investment Purpose.  Such Buyer is acquiring the Shares for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof; provided, however, that by making the representations herein, such Buyer does not agree to hold the Shares for any minimum or other specific term, and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

d.Reliance on Exemptions.  Such Buyer understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Selling Stockholder is relying in

2

part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Shares.

e.Transfer or Resale.  Such Buyer understands that the Shares have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the 1933 Act.

f.Legends.  Such Buyer understands that the stock certificates representing the Shares, except as set forth below, may bear a restrictive legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT.

The legend set forth above shall not be removed in respect of the Shares and the Company’s transfer agent shall not issue a stock certificate without such legend to the holder thereof, unless (i) such Shares are registered for resale under the 1933 Act and such Shares have been sold in compliance with applicable prospectus delivery requirements, (ii) such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a public sale, assignment or transfer of the Shares may be made without registration under the 1933 Act, or (iii) such holder provides the Company with reasonable assurance that the Shares have been sold, assigned or transferred pursuant to Rule 144 under the 1933 Act.

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

h.Release.  The Buyers understand and acknowledge that the Selling Stockholder has, or may have, obtained material, non-public, confidential information concerning the Company and its securities and may not have shared all such information with the Buyers. The Buyers are experienced, sophisticated and knowledgeable in trading in securities of public and private companies and accept the risks involved in a transaction where there may be disparity of information as between the Buyers and the Selling Stockholder. The Buyers expressly release the Selling Stockholder from any and all liabilities arising from the Selling Stockholder's failure to disclose such confi dential information, and the Buyers agree to make no claim against the Selling Stockholder in respect of the transaction contemplated under this Agreement related to the Selling Stockholder's failure to disclose such confidential information to the Buyers, in each case, except with respect to representations, warranties, covenants and agreements expressly made by the Selling Stockholder in this Agreement. The Buyers

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understand and acknowledge that the Selling Stockholder is relying on this provision in engaging in the transaction contemplated in this Agreement, and would not engage in such transaction in the absence of such provision.

3.  REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER.

Except for and subject to the Disclosure Schedule attached hereto, the Selling Stockholder represents and warrants to the Buyers as of the date hereof and as of the Closing Date that:

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

b.No Conflicts.  The execution and delivery by the Selling Stockholder of this Agreement, and the performance by the Selling Stockholder of her 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 any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Stockholder, (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 or entity under, constitute a default under, any agreement, contract or note bin ding upon the Selling Stockholder.

c.Ownership of Shares.  The Shares have been duly authorized and validly issued and are fully paid and non-assessable.  The Selling Stockholder is, and on the Closing Date will be, the record and beneficial owner of the Shares to be sold by the Selling Stockholder hereunder, free and clear of all security interests, claims, 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), and the Selling Stockholder has the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, t ransfer and deliver the Shares to be sold by the Selling Stockholder hereunder.

d.Delivery of Shares.  Delivery of the stock certificates for the Shares to be sold by the Selling Stockholder, duly endorsed or accompanied by stock powers duly endorsed in blank, against payment therefor by the Buyers pursuant to this Agreement at the Closing, will pass valid title to such Shares to the Buyers (or their designees), free and clear of all security interests, claims, 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).

e.No Directed Selling Efforts.  The Selling Stockholder, or any person acting on behalf of the Selling Stockholder, has not directed any selling efforts in the United States with respect to the Shares as to bring the sale of such Shares within the registration provisions of the 1933 Act or any state securities laws.  Subject to the accuracy of the Buyers’

4

representations herein, the sale and purchase of the Shares hereunder are exempted from the registration requirements of the United States federal and state securities laws.

f.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 Selling Stockholder of its obligations hereunder or in connection with the sale and delivery of the Shares hereunder or the consummation of the transactions contemplated by this Agreement.  If the Selling Stockholder is a “PRC Resident”, the Selling Stockholder has complied with all necessary registration and reporting requirements of the State Administratio n of Foreign Exchange of the PRC.

g.Company Reporting Obligations.  The Company has filed or furnished all forms, statements, certifications, reports and documents, including amendments thereto, required to be filed, furnished or submitted by it with the SEC (collectively, the “Company Commission Reports”).  Each of the Company Commission Reports that bears the signature of the Selling Stockholder has been filed on a timely basis as required under the U.S. Securities Exchange Act of 1934, as amended.  To the Knowledge of the Selling Stockholder, each of the Company Commission Reports that bears the signatu re of the Selling Stockholder as of the date of its filing or being furnished or submitted with the SEC did not, and the information contained therein considered as a whole as of the date hereof does not and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.  As used herein, “Knowledge” means the knowledge of the Selling Stockholder and/or the spouse of the Selling Stockholder, in each case, after due inquiry.

4.  COVENANTS.

a.General.  Subject to any contrary provision in this Agreement, each party hereto will use its best efforts to take all actions and to do all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement (including the satisfaction, but not waiver, of the closing conditions set forth in Sections 5 and 6, as applicable).

b.[Reserved.]

c.Stock-Splits.  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 or reclassification of Common Stock, or any other similar event, the number of Shares to be sold by the Selling Stockholder 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 1(a).

d.Extraordinary Actions.  Between the date hereof until the Closing, the Selling Stockholder undertakes to not permit the Company (including by voting against any such proposed action, if applicable) to agree to or undertake  any merger with or into or consolidation with another corporation that would result in any reclassification or reorganization of Common

5

Stock, any sale or conveyance to another corporation or entity of the assets or other properties of the Company as an entirety or substantially as an entirety, or any other extraordinary corporate actions or transactions.

e.Undertaking.  The Selling Stockholder shall use her best efforts and take any and all necessary or desirable actions to obtain, as soon as possible after the date hereof, (i) a duly executed copy of the Registration Rights Agreement substantially in the form attached as Exhibit I hereto between the Company and the Buyers, and (ii) a duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of the Selling Stockholder to the Buyers.

5.  CONDITIONS TO THE OBLIGATION OF THE SELLING STOCKHOLDER TO SELL.

The obligation of the Selling Stockholder to consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Selling Stockholder and (except as expressly provided below) may be waived by the Selling Stockholder at any time in her sole discretion by providing the Buyers with prior written notice thereof:

a.No provision of any applicable law shall prohibit the consummation of the Closing with respect to the Shares to be sold by the Selling Stockholder.

b.The representations and warranties given by the Buyers herein (disregarding any materiality qualifications) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, and the Buyers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

6.  CONDITIONS TO THE BUYERS’ OBLIGATION TO PURCHASE.

The obligation of the Buyers to consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit and may be waived by the Buyers at any time in their sole discretion by providing the Selling Stockholder with prior written notice thereof:

a.No provision of any applicable law shall prohibit the consummation of the Closing.

b.The representations and warranties given by the Selling Stockholder herein (disregarding any materiality qualifications) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time and the Selling Stockholder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Selling Stockholder at or prior to the Closing Date

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c.The Selling Stockholder shall be ready and able to deliver to the Buyers valid title to the Shares to be sold by her and to consummate the Closing.

d.The Selling Stockholder shall have delivered to the Buyers a duly executed letter from the Company, in such form as required by the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of the Selling Stockholder to the Buyers.

e.Since the date hereof, there shall not have been any event, circumstance, change, fact, development or condition that, individually or in the aggregate, has a material adverse effect on the business, assets, results of operations or financial condition of the Company and its subsidiaries, taken as a whole.

7.  PUBLIC ANNOUNCEMENTS.

None of the parties hereto shall make any public statements regarding the existence of this Agreement or the terms hereof, the transaction contemplated herein and the identity of the parties hereto, except (i) as the parties hereto mutually agree in writing (including the language on any disclosure) or (ii) until such time as the parties hereto agree, based on the advice of counsel, that a public announcement is required by law or regulation, in which case the parties hereto shall in good faith attempt to agree on the content of any public announcements or publicity statements with respect thereto.  Notwithstanding the foregoing, the parties hereto acknowledge that the Selling Stockholder and/or the Buyers 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 1934 Act, as applicable, which may need to contain as an exhibit thereto a copy of this Agreement, and nothing contained in this Section 7 is intended to limit or restrict such ability to file such schedules and forms or any amendments thereto. The covenants set forth in this Section 7 will survive any termination of this Agreement.

8.  GOVERNING LAW; MISCELLANEOUS.

a.Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

b.Dispute Resolution.  Any disputes arising out of or in connection with this Agreement shall be submitted to arbitration in accordance with this Section 8b.  The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC Rules”).  The arbitration shall be decided by a tribunal of three (3) arbitrators.  The Buyers (acting to gether) shall appoint one arbitrator, the Selling Stockholder shall appoint one arbitrator, and the two arbitrators so appointed shall choose the third arbitrator.  In the event the Selling Shareholders are unable to agree on one arbitrator, such arbitrator shall be appointed by the HKIAC in accordance with the HKIAC Rules.  Arbitration proceedings shall be in English.  The award of the arbitration tribunal shall be final and conclusive and binding upon the parties.  Notwithstanding the foregoing, any party shall be

7

free to seek interim or permanent equitable or injunctive relief, or both, from any court having jurisdiction to grant the same.

c.Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

d.Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other parties hereto; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

e.Headings.  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

f.Severability.  If any provision of this Agreement shall be held by a competent court to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.  Upon a determination that any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an accepta ble manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

g.Entire Agreement; Amendments.  This Agreement, including all schedules and exhibits hereto, supersedes all other prior oral or written agreements between the Buyers, the Selling Stockholder, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties hereto with respect to the matters covered herein, except that notwithstanding the foregoing, the Stock Purchase Agreement, dated as of May 30, 2010, by and among the Selling Stockholder, Ms. Siu Ling Chan, Warburg Pincus Private Equity X, L.P. and Wa rburg Pincus X Partners, L.P., shall remain in full force and effect in accordance with its terms with respect to matters covered therein and shall not be, or deemed to be, modified, amended, terminated or otherwise affected in any respect by this Agreement.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

h.Notices.  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) three days after deposit with an

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internationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.  The addresses and facsimile numbers for such communications shall be:

If to the Selling Stockholder:

The address set below the Selling Stockholder’s name on the signature page to this Agreement.

If to the Buyers:

Warburg Pincus

450 Lexington Avenue

New York, NY 10017

U.S.A.

Telephone: +1 (212) 878 0600

Facsimile: +1 (212) 878 9200

Attention: Timothy J. Curt

With a copy to:

Warburg Pincus Asia LLC

Suite 6703, Two IFC

8 Finance Street

Hong Kong

Telephone: +(852) 2536 6183

Facsimile: +(852) 3010 3338

Attention: Andrew Chan

With a copy to:

Davis Polk & Wardwell LLP

26/F, Twin Towers West

B12, Jian Guo Men Wai Avenue

Beijing 100022

People’s Republic of China

Telephone: +86 10 8567 5002 tel

Facsimile: +86 10 8567 5102

Attention: Howard Zhang

Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an internationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an internationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

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i.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  No party hereto may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, except that any Buyer may assign some or all of its rights hereunder to any person or entity without the consent of the Selling Stockholder, provided, however, that any such assignment shall not release such Buyer from its obligations hereunder unless such obligations are assumed by such assignee and the Selling Stockholder has consented to such assignment and assumption, which consent shall not be unreasonably withheld.

j.No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

k.Survival.  All representations, warranties, covenants and agreements of contained in this Agreement shall survive the Closing until the expiration of the applicable statute of limitations.

l.Further Assurances.  Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

m.Termination.  This Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of the Buyers and the Selling Stockholder or (ii) if the Closing shall not have consummated on or before 90 days after the date hereof, by either the Selling Stockholder, on the one hand, or the Buyers (acting together), on the other hand, if the other party shall have committed a material breach and such breach remains uncured within 15 days after notice thereof or failed to perform any provision of this Agreement.  Any termination of this Agreement shall be without liability of any party hereto, except for any breach of such party of thi s Agreement prior to the date of termination.  The provisions of Sections 7 and 8 shall survive any termination hereof pursuant to this Section 8(m).

n.Expenses.  All costs and expenses incurred in connection with this Agreement and the sale and purchase of Shares hereunder shall be paid by the party incurring such cost or expense.

o.No Finders Fee.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any party.

p.Waiver; Remedies; Specific Performance.  No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.  The

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parties hereto hereby agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

q.No Strict Construction; Interpretation.  The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party hereto.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electr onic media) in a visible form.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law.

* * * * * *

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IN WITNESS WHEREOF, the Buyers and the Selling Stockholder have caused this Stock Purchase Agreement to be duly executed as of the date first written above.

SELLING STOCKHOLDER:	BUYER:
	Warburg Pincus Private Equity X, L.P.
	By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X LLC, its general partner By: Warburg Pincus Partners LLC, its managing member By: Warburg Pincus & Co., its managing member
/s/ Lin Ling Li	By:       /s/ Timothy J. Curt
Ms. Lin Ling Li	Name:  Timothy J. Curt
	Title:  Partner
Address for Notices:
10B Nanfu Building, Lakeside Park	BUYER:
66 Hubin Road, Fuzhou	Warburg Pincus X Partners, L.P.
China
	By: Warburg Pincus X, L.P., its general partner By: Warburg Pincus X LLC, its general partner By: Warburg Pincus Partners LLC, its managing member By: Warburg Pincus & Co., its managing member
	By:       /s/ Timothy J. Curt
	Name:  Timothy J. Curt
	Title:  Partner

Schedule I

Selling Stockholder	Buyer	Number of Shares	Purchase Price (US$)
Lin Ling Li	Warburg Pincus Private Equity X, L.P. (96.9%)	746,130	US$9,699,690
	Warburg Pincus X Partners, L.P. (3.1%)	23,870	US$310,310
	Total	770,000	US$10,010,000