Advance Agreement
Party
A: Xxx
Xx
Party
B: Kiwa
Bio-Tech Products Group Corporation
The
Advance Agreement is signed on September 10, 2007 by both parties, to clarify
the following advance transactions:
| 1. |
During
August 2007, Party A advanced an aggregate sum of RMB 1,377,405 (i.e.
US$182,180, based on the exchange rate 7.5607:1 on August 31, 2007)
to
Party B’s Beijing Representative Office in
China.
|
| 2. |
During
August 2007, Party A advanced RMB 240,000 (i.e. US$31,743, based
on the
exchange rate 7.5607:1 on August 31, 2007) to Party B’s subsidiary, Kiwa
Bio-Tech Products Group Ltd.
|
| 3. |
Both
parties agreed the abovementioned advances bear interest at 6% per
annum
starting from September 1, 2007. Party A agreed that Party B could
repay
the advances aperiodically when the Company’s cash flow circumstances
permit. At the same time Party B agreed to settle the advances within
180
days since September 1, 2007.
|
| 4. |
Both
parties agreed that Party B will issue to Party A warrants that entitle
Party A to purchase up to 1,069,615 shares of common stock based
on the
exercise price specified in Clause 4. Party A shall have the right
to
exercise the warrants within next 24 months beginning from September
1,
2007.
|
| 5. |
Exercise:
At the option and instruction of Party A, Party A shall at any time
make
an application to exercise any warrants for the issuance of shares
of
Party B. Party A shall have the right to exercise the warrants based
on a
exercise price equal to the closing quote (US$0.08) of the shares
of Party
B on August 31, 2007. Party A shall have unlimited piggyback registration
right.
|
|
Party
A:
|
Xxx
Xx
|
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|
|
/s/
Xxx Xx
|
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|
Party
B:
|
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|
|
/s/
Xxxxxxx Xxx
|
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|
Director
and Financial Officer
|
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|
Date:
|
September
10, 2007
|
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