China-Biotics, Inc. (CHBT)

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NOTICE OF 2010 ANNUAL MEETING OF STOCKHOLDERS
To be held on March 9, 2011

Dear Stockholders:

You are cordially invited to attend the 2010 Annual Meeting of Stockholders of China-Biotics, Inc., a Delaware corporation. China-Biotics is also referred to as “we,” “us,” and the “Company.” The Annual Meeting will be held on Wednesday, March 9, 2011, at 10:30 a.m. Shanghai time at our executive office located at No. 26, Orient Global Headquarter, Lane 118, Yonghe Road, Zhabei District, Shanghai 20072, People’s Republic of China.

The purpose of the Annual Meeting is to consider and vote upon each of the proposals outlined in the attached Proxy Statement, including the proposals to:
1. elect four directors to serve until the 2011 Annual Meeting of Stockholders and until their respective successors are elected and qualified;
2. ratify the selection of BDO Limited as our independent auditors for the fiscal year ending March 31, 2011;
3. approve the Company’s 2010 Equity Incentive Plan;
4. approve, by a non-binding vote, the compensation of our named executive officers;
5. determine, by a non-binding vote, whether a stockholder vote to approve the compensation of our named executive officers should occur every one, two, or three years; and
6. conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

Our Board of Directors recommends a vote “ FOR ” Proposals 1 through 4 and a vote on Proposal 5 that a non-binding vote on our named executive officer compensation be held “ EVERY THREE YEARS .” The record date for the Annual Meeting is Tuesday, January 25, 2011. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.
YOUR VOTE IS IMPORTANT!

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly submit your proxy by signing, dating, and returning the accompanying proxy card in the enclosed, prepaid, return envelope. If you decide to attend the Annual Meeting and you are a stockholder of record, you will be able to vote in person, even if you have previously submitted your proxy.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2010 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 9, 2011: The Notice of Annual Meeting of Stockholders, Proxy Statement, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2010 are available on our website at http://www.chn-biotics.com .

By Order of the Board of Directors

Song Jinan
Chief Executive Officer