Cathay Industrial Biotech Ltd. Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • July 19th, 2011 • Cathay Industrial Biotech Ltd. • Industrial organic chemicals • New York

DEPOSIT AGREEMENT, dated as of [DATE], 2011, by and among (i) CATHAY INDUSTRIAL BIOTECH LTD., a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 19th, 2011 • Cathay Industrial Biotech Ltd. • Industrial organic chemicals • New York

This Indemnification Agreement (the “Agreement”) is entered into as of by and between Cathay Industrial Biotech Ltd., a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).

THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • July 19th, 2011 • Cathay Industrial Biotech Ltd. • Industrial organic chemicals • New York
Employment Agreement
Employment Agreement • July 19th, 2011 • Cathay Industrial Biotech Ltd. • Industrial organic chemicals

THIS EMPLOYMENT AGREEMENT is made as of the date of by Cathay Industrial Biotech Ltd. with an office in Shanghai(the “Employer”) to (the “Employee”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 1st, 2011 • Cathay Industrial Biotech Ltd. • Industrial organic chemicals • New York

WHEREAS, the Company has filed a registration statement on Form F-1 (SEC File No. 333-175661) on July 19, 2011 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing ordinary shares, par value US$0.001 per share (“Ordinary Shares”) of the Company as specified in the Registration Statement; and

RMB Loan Contract The Borrower: Jilin Cathay Industrial Biotech Co., Ltd. The Lender: Jilin Jiangbei Branch, Bank of Jilin Co., Ltd. No. Bank of Jilin Jiangbei Branch 2009 Loan 2009-3-025
RMB Loan Contract • July 19th, 2011 • Cathay Industrial Biotech Ltd. • Industrial organic chemicals

This Contract is an individual agreement under the Credit Line Agreement No. by and between and . (Select 2 of the following: 1. applicable; or 2. not applicable.)

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