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Published on 7/5/2006 in the Prospect News PIPE Daily.

New Issue: Kiwa Bio-Tech closes $2.45 million placement of convertibles

By Sheri Kasprzak

New York, July 5 - Kiwa Bio-Tech Products Group Corp. wrapped a $2.45 million private placement of secured convertible notes with six institutional investors.

The investors in the offering were AJW Partners, LLC; AJW Offshore, Ltd.; AJW Qualified Partners, LLC; New Millennium Capital Partners II, LLC; Double U Master Fund LP; and Nite Capital LP.

The three-year notes, which bear interest at 6% annually, are convertible into common shares at 50% of the company's average closing stock price before conversion before the registration statement is filed. If the statement is filed before the 45-day deadline, the conversion price will be equal to 45% of the company's average closing stock price before conversion and, if the statement is declared effective before the 120-day deadline, the conversion price will be equal to 40% of the company's average closing stock price.

The investors also received warrants for 12.25 million shares, exercisable at $0.45 each.

Located in Claremont, Calif., Kiwa Bio-Tech manufactures environmentally safe products for agricultural uses, including fertilizers and pesticides.

Issuer:Kiwa Bio-Tech Products Group Corp.
Issue:Convertible notes
Amount:$2.45 million
Maturity:Three years
Coupon:6%
Price:Par
Yield:6%
Conversion price:At 50% of the average closing stock price before registration statement is filed; at 45% of average closing stock price if statement is filed within 45 days; 40% of average closing stock price if statement is declared effective within 120 days
Warrants:For 12.25 million shares
Warrant strike price:$0.45
Investors:AJW Partners, LLC; AJW Offshore, Ltd.; AJW Qualified Partners, LLC; New Millennium Capital Partners II, LLC; Double U Master Fund LP; and Nite Capital LP
Settlement date:June 29
Stock symbol:OTCBB: KWBT
Stock price:$0.30 at close June 29

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