SHARE PURCHASE AGREEMENT
To the Persons Listed in the
Signed Countemart Signature
Page (the "Seller" herein)
Re: Purchase of shares of "restricted securities" that are shares of common
stock (the "Common Stock") of Kiwa Bio- Tech Products Group, Ltd.,
fonnerly, "Tintic Gold Mining Company," a Utah corporation ("Kiwa" or
the "Company")
Dear Seller:
The undersigned (the "Buyer") offers to purchase Common Stock of Kiwa
from you (the "Seller") as follows, to-wit:
RECITALS:
A. The Seller is the owner of certain shares of "restricted securities"
that are Common Stock of Kiwa that the Seller wishes to sell to the Buyer, and
that the Buyer wishes to buy from the Seller.
B. Kiwa is a publicly-held company, having previously and lawfully
offered and sold a portion of its securities in accordance with applicable
United States and state securities laws, rules and regulations. Kiwa files
reports with the Securities and Exchange Commission under Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Seller and the Buyer have been provided with access to all reports of Kiwa via
the XXXXX system of the Securities and Exchange Commission that have been
filed during the past 12 months or longer.
C. The Seller and the Buyer are aware of all material information
respecting the past, present and proposed business operations of Kiwa,
including but not limited to its present lack of material operations of any
kind; its management; and financial position or otherwise; that there is no
"established trading market" for the Common Stock of Kiwa and it is uncertain
at this time whether there will be any future market for the Common Stock of
Kiwa; and that the purchase price being paid for the Kiwa Common Stock bears
no relationship to assets, book value or other established criteria of
value.
D. The Buyer represents and warrants the following as an additional
inducement for the offer outlined in this Agreement to purchase the Common
Stock outlined below, to-wit:
(i) It is not relying on any representation or warranty of the
Seller whatsoever, except those representations and
warranties contained in this Agreement;
(ii) It has conducted its .own investigation of the risks and
merits of an investment in Kiwa, and to the extent desired,
including, but not limited to a review of Kiwa's books and
records, financial and otherwise, its annual, quarterly and
current reports and any registration statements filed with
the Securities and Exchange Commission and has had the
opportunity, if desired, to discuss this documentation with
the directors and executive officers of Kiwa; to ask
questions of these directors and executive officers; and
that to the extent requested, all such questions have been
answered to its satisfaction;
(iii) It, by reason of the education, experience, business acumen
or other educational factors of its principals, is a
"sophisticated investor" or an "accredited investor" as
those terms are known or defined under applicable United
States securities laws, rules and regulations, and/or is
fully capable of evaluating the risks and merits associated
with the execution of this Agreement and the purchase of
this Common Stock, without qualification;
(iv) It has full power and authority to execute and deliver this
Agreement, without qualification;
(v) It is purchasing the Common Stock for its account only, and
not for the account of or in concert with any other person
or entity , and there are no arrangements, understandings or
agreements, written or oral, respecting the subsequent
resale of any of the Common Stock;
(vi) It will fully comply with all provisions of United States
and state securities laws, rules and regulations in the
resale of any of the Common Stock acquired hereunder,
including, as applicable, compliance with the so-called
"Xxxxx Letter," and will timely make all required filings
regarding beneficial ownership of the Common Stock with the
Securities and Exchange Commission;
(vii) It is not an "affiliate" or an "associate" of Kiwa; and
(viii) Neither the Buyer nor any of its principal stockholders nor
directors or executive officers: (a) has ever been party to
any adverse action brought by the Securities and Exchange
Commission or any similar state agency; (b) any material
criminal proceeding regarding the purchase or sale of
securities or other crimes, excluding only misdemeanor
crimes; or ( c) filed bankruptcy proceedings within
the past five years, except:
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Accordingly, the parties hereto (subject to the Seller's acceptance
hereof) agree as follows:
A. The Buyer hereby offers to purchase the number of shares of Common
Stock of Kiwa listed on the Counterpart Signature Page hereof, free and clear
of any liens or encumbrances whatsoever, except those restrictions related to
the purchase of "restricted securities" that are outlined in Rule 144 of the
Securities and Exchange Commission or other interpretations of the Securities
and Exchange Commission respecting the resale of "restricted securities" of
the type being purchased and sold hereunder,
B. The purchase price of the Common Stock shall be the aggregate amount
listed on the Counterpart Signature Page hereof, payable on payment and
delivery of the Common Stock.
1. Certificates representing the Common Stock shall be delivered
to the Buyer in exchange for payment by the Buyer to the Seller of the amounts
required herein, by cash or cashier's check.
2. By acceptance of this offer, the Seller hereby covenants and
warrants:
(i) That the Seller has the right to sell, transfer, convey and
assign the Common Stock;
(ii) That the Seller has done no act to encumber the Common
Stock, and that the Common Stock is free and clear of any
liens or encumbrances whatsoever, except the designation of
"restricted securities" referenced above; and
(iii) That the Seller is not an "affiliate" of Kiwa by virtue of
the fact that another party not affiliated with the Seller
owns in excess of 5O% of the outstanding voting securities
of Kiwa and has virtual absolute voting power to elect all
directors and executive officers, and the Seller has not
participated in any management decisions respecting Kiwa,
and present management does not consult with the Seller
regarding any management decisions.
C. The Buyer further agrees that any action based upon this Agreement or
any of the matters covered hereby shall be brought only in the federal and
state courts situated in the State of Utah, and that the prevailing party in
any such action shall be entitled to recover reasonable attorney's fees and
costs.
BUYER
Dated: 4/16/04 Xxxxx X. Xxxxx
000 Xxxx 0000 Xxxxx, #000
XXX, XX 00000
/s/ Xxxxx X. Xxxxx
392,595
Number of shares Being Purchased
$36,353.32
Aggregate Purchase Price
ACCEPTED: SELLER
Dated: 3/30/2004 Xxxx X. Xxxxxx
SHARE PURCHASE AGREEMENT
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Share Purchase
Agreement (the "Agreement") dated as of the 30th day of March, 2004, among the
Buyer aforesaid; and certain persons who are "Sellers" of common stock of Kiwa
Bio-Tech Products Group, Ltd., a Utah corporation ("Kiwa"), by which the
undersigned, through execution and delivery of this counterpart Signature
Page, intends to be legally bound by the terms of the Agreement, as a Seller,
of the number of shares of Kiwa at the cash consideration set forth below.
Xxxx X. Xxxxxx
Name
2581 East 0000 Xxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
City State Zip
/s/Xxxx X. Xxxxxx
(Signature)
3/30/2004
(Date)
392,595
Number of Shares:
$36,353.32
Cash Consideration:
