English Translation Equity Joint Venture Contract for the establishment of Sinovac (Dalian) Vaccine Technology Co., Ltd. i Table of Contents Chapter I The Parties 1 Chapter II Establishment of Joint Venture 1 Chapter III

(Dalian) Vaccine Technology Co., Ltd.

THIS CONTRACT IS MADE AS OF

THIS DAY OF NOVEMBER 22, 2009, BY AND BETWEEN THE FOLLOWING TWO PARTIES:

Sinovac Biotech (Hong Kong)

Ltd., a limited liability company duly

incorporated and existing under the laws of Hong Kong Special Administrative

Region of the People s Republic of China ( PRC ) with its registration address

at Room 1906, Lucky Commercial Centre, 103 Des Voeux Road West, Hong Kong

(hereinafter referred to as Party A), and .

Dalian Jingang Group Co.,

Ltd., a limited liability company duly incorporated

and existing under the laws of the PRC with its registration address at 59,

Middle Liaohe Road, Dalian Economic-Technological Development Area, PRC

(hereinafter referred to as Party B).

The abovementioned Party A and Party B are

referred to as the Parties

After friendly negotiation conducted in

accordance with the principals of equality and mutual benefit, Party A and

Party B, have agreed to establish a Sino-foreign equity joint venture Sinovac (Dalian) Vaccine Technology Co., Ltd. (hereinafter

referred to as Joint Venture or

the Company ) in Dalian, Liaoning

Province, PRC in accordance with the Law of the PRC on Sino-Foreign Equity

Joint Ventures, the Company Law of the People s Republic of China and other

relevant laws and regulations, and the provision of this Joint Venture

Parties to this Contract are:

Article 2 The name of the Company shall be in

Chinese and Sinovac (Dalian) Vaccine

Technology Co., Ltd. in English.

The legal address of the

Company shall be No.36, the Second

Shengming Road, DD Port, Dalian Economic-Technological Development Area.

Article 3 The Joint Venture shall be organized as

a limited liability company liable for all its debts only with its own property

and assets. The liability of each Party

shall be limited to the amount of the registered capital subscribed to by

it. The rights and interests as well as

risks shall be share by the Parties according to the respective percentages of

their investments in the registered capital of the Company.

The Joint Venture shall

be a legal person under the laws of the PRC, it shall observe the laws and

regulations of the PRC and all of its activities shall be fully protected in accordance with the

laws, regulations of the PRC. The Joint Venture shall independently undertake

full civil responsibilities as an enterprise entity.

Article 4 The purpose of the Company is to

research, develop, produce and sell distribute vaccine products, meet the

public health demand of China and even the world via providing safe and

effective vaccines to the market, help people build up resistance to diseases,

and gain sound economic benefits to achieve return on the Parties investment.

Article 5 The Business scope of the Company shall

include the research, development, registration and production of human

vaccines and/or related products, the marketing and distribution of own made

products, and the after-sales service for own made products.

Article 6 The total investment of the Company shall be RMB 4.5 billion;

The registered capital

of the Company shall be RMB 2 billion.

found for the balance between the total investment and the registered capital

through consultation between the Parties.

Article 7 The registered capital of the Joint

Venture shall not be reduced as long as the Joint Venture exists. However, if

reduction is truly needed because of changes concerning total investment,

production and operation size, and others, reduction may be made and must be

approved by the approving authority.

The contribution amount and

proportion of the Parties are:

1. Party A shall contribute RMB 60 million (or equivalent foreign currency)

in cash , representing thirty percent

(30%) of the registered capital of the Company; and

2. Party B shall make contribution of RMB 140 million in State-owned land

use right, plants and machinery equipment (See Appendix for details),

representing seventy percent (70%) of the registered capital of the Company.

Article 9 The registered capital shall be

contributed by the Parties within six (6) months after the date that the

business license of the Company shall be issued.

Article 10 Party B is the legal owner of the assets

contributed to the Company listed in the Appendix and enjoys the right to use

the said as capital contribution.

Article 11 Each Party may transfer all or any part

of its interests in the Company, provided that it obtains the prior written

consent of the other Party. When either of the Parties transfers its all or any part interests in the Company, the

other Party shall have a per-emptive right to purchase the said interests under

the same conditions. If either of the Parties transfers its equity of the Joint

Venture to a third party, the transfer conditions shall be no more favorable

than the conditions for transferring to the other shareholder.

Article 12 The Parties agree: after the Joint

Venture is established, if the proportion of the equity of the Company held by

Party A is less than 25 percent of the Company s registered capital for any

reason, neither nor Sinovac will be

used as the Company name, the Joint Venture shall change its name within 30

days since the date when the equity proportion of Party A becomes an

Article 13 Party A shall be responsible for the

1. pay its contribution in accordance with provisions set forth in Chapter V

2. go through formalities for vaccine R&D, production, marketing and