Unassociated Document


    STOCK
      PURCHASE AGREEMENT

    


     

    Party
      A:
      Kexin
      Xiao

     

    Party
      B:
Wei
      Li

     

    Party
      C:
Kiwa
      Bio-Tech Products Group Corporation

     

    This
      Stock
      Purchase Agreement
      (this
      "Agreement")
      is
      made and entered into as of
      24th day
      of
October
      2007, by
      and between Kexin Xiao (the “Party
      A”),
      Wei
      Li (the “Party
      B”)
      and
      Kiwa Bio-Tech Products Group Corporation (the “Company”),
      a
      company incorporated under the laws of the State of Delaware in the United
      States of America whose registered office is at 415 W. Foothill Blvd, Suite#
      206, Claremont CA 91711, USA.

     

    Background

     

    Party
      B
      owes Party A money and the Company owes Party B money. The Company, Party A
      and
      Party B are willing to enter into a three-way agreement wherein the Company
      will
      issue a total of 2,000,000 newly issued, restricted shares (the "Shares") of
      the
      Common Stock of the Company, par value $0.001 per share to Party A, Party A
      will
      cancel a portion of the debt owed to it by Party B, and Party B will cancel
      a
      portion of the debt owed to it by the Company.

     

    Now,
      Therefore, for and in consideration of the premises and mutual covenants and
      agreements contained herein and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      do
      hereby represent, warrant, covenant, and agree as follows:

     

    Article
      1.
      Issuance and Sale of Shares

     

    Based
      upon the representations, warranties, and covenants and subject to the terms,
      provisions, and conditions contained in this Agreement, the Company agrees
      to
      sell and deliver the Shares to Party
      A,
      free and clear of all liens, pledges, encumbrances, and adverse claims, and
      Party A agrees to purchase the Shares from the Company for the consideration
      hereinafter set forth. 

     

    Article
      2.
      Purchase Price

     

    The
      total
      purchase price for the Shares is US$150,200
      (the "Purchase Price"). The Purchase Price is discounted 30% based on an average
      of the close prices of the Company’s common stock on the OTC Bulletin Board
      during the thirty (30) Trading Day period ending on October 19,
      2007.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Article
      3.
      Three-Way Agreement and Mutual Consideration

     

    The
      Company agrees to issue the Shares to
      Party
      A. In consideration, Party A agrees to cancel debt owed to him by Party B in
      the
      amount of US$150,200. In consideration of Party A’s cancellation of such debt,
      Party B agrees to cancel debt owed by the Company to him in the amount of
      US$150,200. All three parties acknowledge that the benefits to them of
      participating in the three-way transaction are sufficient consideration for
      performing their part of the transaction.

     

    Article
      4. Deliveries

     

    The
      Shares will be deemed issued, and the debt of Party A and Party B will deemed
      cancelled, as of the effective date of this Agreement, which is the date first
      written above. Upon execution and delivery of this Agreement by each party
      to
      the other parties, this Agreement will be effective. The parties agree to tender
      appropriate documentation to the other parties evidencing the cancellation
      of
      the debt.

     

    Article
      5.
      Trading Restriction

     

    Party
      A
      acknowledges that
      the
      Shares have not been, and will not be registered under the Securities Act of
      1933, as amended (the “Securities Act”), by reason of a specific exemption from
      the registration provisions of the Securities Act that depends upon, among
      other
      things, the bona fide nature of the investment intent and the accuracy of Party
      A’s representations expressed in this Agreement. Party A understands that the
      Shares are “restricted securities” under applicable U.S. federal and state
      securities laws and that, pursuant to these laws, such Party A must hold the
      Shares indefinitely unless they are registered with the Securities and Exchange
      Commission and qualified by state authorities, or an exemption from such
      registration and qualification requirements is available.

     

    Each
      certificate representing the Shares will be stamped or otherwise imprinted
      with
      a legend in substantially the following form (in addition to any legends
      required by agreement or by applicable state securities laws):

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
      SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH A
      REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY
      ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
      REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
      ACT.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Article
      6.
      Risk factors

     

    Party
      A
      agrees
      that investment in the Common Stock of the Company involves a high degree of
      risk and should be regarded as speculative. Party A further represents and
      agrees that it can afford a loss of its entire investment. In addition to the
      other information contained in this document, Party A has considered carefully
      the following factors.

     

    
      	a)	 	
              Limited
                Operating History.
                The Company has only a limited operating history from which Party
                A can
                evaluate its business and prospects for future success. The Company
                has
                recognized only very limited revenues to date.


            


    

     

    
      	b)	 	
              Full
                Disclosure.
                Party A acknowledges that it has reviewed the Company’s public disclosure
                documents filed with the SEC which can be found at
                www.sec.gov.

            


    

     

    
      	c)	 	
              Lack
                of Transferability, Marketability and Liquidity of the
                Shares.
                The Common Stock is currently quoted for trading on the OTC Bulletin
                Board, but trading volume is low and liquidity is limit. Consequently,
                Party A is prepared to remain a shareholder of the Company for long
                time.
                The Shares may not be sold in the public market except pursuant to
                an
                effective registration statement or an exemption from registration
                under
                the Securities Act.

            


    

     

    
      	d)	 	
              Minimal
                Capital.
                The Company currently believes it will need additional capital to
                sustain
                its operation. There can be no assurances we will be successful in
                obtaining this financing. If the amount of funding is not sufficient
                to
                obtain profitable business operations and the Company is liquidated,
                there
                will very likely not be any assets in the Company for payment to
                the
                shareholders.

            


    

     

    
      	e)	 	
              Dependence
                on Key Personnel.
                The Company’s development of its concept and business is dependent on its
                management team and the loss of any one of these persons could have
                a
                material adverse effect on the
                Company.

            


    

     

    Article
      7.
      Representations and Warranties of Party A

     

    In
      connection with the transactions contemplated hereby, Party A hereby represents
      and warrants to the Company that:

    

      
        	
                a)

              	
                Party
                  A understands that the Common Stock of the Company is quoted on
                  the OTC
                  Bulletin Board of the NASD, and that the Shares have not been registered
                  under the Securities Act. At the present trading of the Company’s stock is
                  subject to rules governing trading in penny
                  stock.

              


      

       

      
        	
                b)

              	
                Party
                  A has such knowledge and experience in financial and business matters
                  that
                  it is capable of seeking out and evaluating the information relevant
                  to
                  evaluating the Company, the proposed activities thereof, and the
                  merits
                  and risks of the prospective investment, and to make an informed
                  investment decision in connection
                  therewith.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                c)

              	
                Party
                  A will hold the Shares subject to all of the applicable provisions
                  of the
                  Securities Act, and Party A will not at any time make any sale,
                  transfer,
                  or other disposition of the Shares in contravention of the Securities
                  Act.
                  Party A’s overall commitment to investments which are not readily
                  marketable is not disproportionate to Party A’s net worth; Party A’s
                  investment in the Company will not cause such overall commitment
                  to become
                  excessive; and Party A can afford to bear the loss of Party A’s entire
                  investment in the Company.

              


      

       

      
        	
                d)

              	
                Party
                  A understands that all information which Party A has provided to
                  the
                  Company concerning Party A, Party A’s financial position and knowledge of
                  financial and business matters is correct and complete as of the
                  date set
                  forth above and, if there should be any material change in such
                  information prior to the acceptance of this subscription, Party
                  A shall
                  promptly notify the Company
                  thereof.

              


      

       

      
        	
                e)

              	
                If
                  Party A is a United States person or entity, Party A represents
                  that Party
                  A satisfies any suitability or other applicable requirements of
                  Party A’s
                  state of residence and/or state in which the Common Stock are
                  purchased.

              


      

       

      
        	
                f)

              	
                If
                  Party A is not a United States person or entity, such Party A hereby
                  represents that he, she or it has satisfied himself, herself or
                  itself as
                  to the full observance of the laws of his, her or its jurisdiction
                  in
                  connection with any invitation to subscribe for the Common Stock
                  or any
                  use of this Agreement, including (i) the legal requirements within
                  his, her or its jurisdiction for the purchase of the Common Stock,
                  (ii) any foreign exchange restrictions applicable to such purchase,
                  (iii) any governmental or other consents that may need to be
                  obtained, and (iv) the income tax and other tax consequences, if any,
                  that may be relevant to the purchase, holding, redemption, sale
                  or
                  transfer of the Common Stock. Such Party A’s subscription and payment for,
                  and his, her or its continued beneficial ownership of the Common
                  Stock,
                  will not violate any applicable securities or other laws of his,
                  her or
                  its jurisdiction.

              


      

       

      
        	
                g)

              	
                If
                  an individual, Party A is over 21 years of
                  age.

              


      

       

      
        	
                h)

              	
                Party
                  A understands that the Shares have not been registered under the
                  Securities Act by reason of a claimed exemption under the provisions
                  of
                  the Securities Act which depends, in part, upon Party A’s investment
                  intention.

              


      

       

      
        	
                i)

              	
                Party
                  A understands that no securities administrator of any state or
                  any other
                  jurisdiction has made any finding or determination relating to
                  the
                  fairness of this investment and that no securities administrator
                  of any
                  state or any other jurisdiction has recommended or endorsed, or
                  will
                  recommend or endorse, the offering of the Common
                  Stock.

              


      

       

      
        	
                j)

              	
                Party
                  A has relied solely upon the advice of Party A’s own tax and legal
                  advisors with respect to the tax and other legal aspects of the
                  investment.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                k)

              	
                Party
                  A warrants that Party A is an “accredited investor” within the meaning of
                  Rule 501(a) of Regulation D promulgated by the Securities and Exchange
                  Commission under the Act.

              


      

       

      
        	
                l)

              	
                The
                  sale of the Shares to Party A is being made without any public
                  solicitation or
                  advertisements.

              


      

    

    
       

      Article
        8.
        Representations and Warranties of the Company 

       

      In
        connection with the transactions contemplated hereby, the Company hereby
        represents and warrants to Party
        A
        as follows:

       

      8.1.
        Organization, Standing and Power.

       

      The
        Company is duly organized, validly existing and in good standing under the
        laws
        of the jurisdiction (the State of
        Delaware in the United States of America) in which it is incorporated and
        has
        the requisite corporate power and authority to carry on its business as now
        being conducted. The Company is duly qualified or licensed to do business
        and is
        in good standing in each jurisdiction in which the nature of its business
        or the
        ownership or leasing of its properties makes such qualification or licensing
        necessary, other than in such jurisdictions where the failure to be so qualified
        or licensed (individually or in the aggregate) would not have a Company Material
        Adverse Effect. For purposes of this Agreement, the term "Company Material
        Adverse Effect" means any material adverse effect with respect to the Company,
        taken as a whole, or any change or effect that adversely, or is reasonably
        expected to adversely, affect the ability of the Company to maintain its
        current
        business operations or to consummate the transactions contemplated by this
        Agreement in any
        material
        respect.

       

      8.2.
        Validity of Transaction.

       

      This
        Agreement is valid and legally binding obligations of the Company, enforceable
        in accordance with their respective terms against the Company, except as
        limited
        by bankruptcy, insolvency and similar laws affecting creditors generally,
        and by
        general principles of equity. At the time that the Shares are sold, assigned,
        transferred and conveyed to Party A pursuant to this Agreement, the Shares
        will
        be duly authorized, validly issued, fully paid and non-assessable. 

       

      The
        execution, delivery and performance of this Agreement have been duly authorized
        by the Company and will not violate any applicable federal or state law,
        any
        order of any court or government agency or the articles or certificate of
        incorporation of the Company.

       

      8.3.
        Capital Structure.

       

      The
        authorized stock of the Company consists of 200,000,000 shares of common
        stock,
        par value $0.001 per share and 20,000,000 shares of preferred stock, par
        value
        $0.001 per share.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      As
        of the
        date of this Agreement, the Company has approximately 76,800,000 shares of
        Common Stock outstanding, and there is no preferred stock outstanding. No
        share
        of Company
        Common Stock
        is held
        by the Company in its treasury. No bonds debentures, notes or other indebtedness
        of the Company having the right to vote. There are no outstanding stock
        appreciation rights or similar derivative securities or rights of the
        Company.

       

      There
        are
        approximately 17,700,000 shares of warrants in relation to consultant services
        and several loans outstanding. Under the Company’s 2004 Stock Incentive Plan, as
        amended, 1,410,007 shares of Company Common Stock are reserved for issuance,
        1,637,900 have been granted under the Plan.

       

      In
        addition, in the second half of 2006 the Company issued several 3-year
        convertible notes in the aggregate principal amount of $2,450,000 (the “6%
        Notes”). The conversion price of the 6% Notes is discounted 40% based on an
        average of the trading price of the Company’s common stock on the OTC Bulletin
        Board. As of the Closing date here, the outstanding principal balance of
        6%
        Notes is approximately $2,120,000.

       

      8.4.
        Authority: Non-contravention.

       

      The
        Company has the requisite corporate power and authority to enter into this
        Agreement and to consummate the transactions contemplated by this Agreement.
        The
        execution and delivery of this Agreement by the Company and the consummation
        by
        the Company of the transactions contemplated hereby have been duly authorized
        by
        all necessary corporate action on the part of the Company.

       

      8.5.
        Litigation, etc.

       

      As
        of the
        date hereof, (a) there is no suit, claim, action or proceeding (at law or
        in
        equity) pending or, to the knowledge of the Company, threatened against the
        Company (including, without limitation, any product liability claims) before
        any
        court or governmental or regulatory authority or body, and (b) the Company
        is
        not subject to any outstanding order, writ, judgment, injunction, order,
        decree
        or arbitration order that, in any such case described in clauses (a) and
        (b),
        (i) could reasonably be expected to have, individually or in the aggregate,
        a
        Company Material Adverse Effect or (ii) involves an allegation of criminal
        misconduct or a violation of the Racketeer and Influenced Corrupt Practices
        Act,
        as amended. As of the date hereof, there are no suits, actions, claims or
        proceedings pending or, to the Company's knowledge, threatened, seeking to
        prevent, hinder, modify or challenge the transactions contemplated by this
        Agreement.

       

      Article
        9.
        Survival of Representations and Warranties

       

      All
        representations, warranties, covenants, and agreements contained herein shall
        not be discharged or dissolved upon, but shall survive the closing.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Article
        10.
        Entirety and Modification

       

      This
        Agreement constitutes the entire agreement between the parties hereto with
        respect to the subject matter hereof and supersedes any and all prior agreements
        and understandings, whether oral or written, between the parties hereto relating
        to such subject matter. No modification, alteration, amendment, or supplement
        to
        this Agreement shall be valid or effective unless the same is in writing
        and
        signed by all parties hereto.

       

      Article
        11.
        Successors and Assigns

       

      This
        Agreement shall be binding upon and inure to the benefit of the respective
        parties hereto, their successors and permitted assigns, heirs, and personal
        representatives.

       

      Article
        12.
        Governing Law.

       

      This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        laws of the State of Delaware.

       

      In
        relation to any legal action or proceedings arising out of or in connection
        with
        this Agreement (“Proceedings”), each party irrevocably submits to the
        jurisdiction of the courts of the state of Delaware and waives any objection
        to
        Proceedings in any such court on the grounds of venue or on the grounds that
        the
        Proceedings have been brought in an inconvenient forum.

       

      IN
        WITNESS WHEREOF, the parties hereto have duly executed this agreement as
        of the
        date first written above.

       

      


      PARTY
        A:

       

      /S/:
        Kexin
        Xiao

       

      Name:
        Kexin Xiao

      


      PARTY
        B:

       

      /s/:
        Wei
        Li

       

      Name:
        Wei
        Li

      


      Party
        C:
Kiwa
        Bio-Tech Products Group Corporation

       

      /s/:
        Lianjun
        Luo

       

      Name:
        Lianjun Luo

       

      Title:
        Director and CFO

    

     

    
      
        
        

      

      
        7