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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
July 28, 2006
Date of Report (Date of earliest event reported)
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 000-33167 84-0448400
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
415 WEST FOOTHILL BLVD, SUITE 206, CLAREMONT, CALIFORNIA 91711-2766
(Address of principal executive offices)
(909) 626-2358
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On July 31, 2006, we entered into an irrevocable agreement with Shengkui
Technologies, Inc. ("Shengkui") to purchase from Shengkui 1,200,000 metric tons
of prilled urea N 46% agricultural grade conforming to certain specifications
set forth in the agreement. The term of the agreement is 18 months and is
extendable for an additional period of six months. Pursuant to the agreement,
Shengkui is committed to deliver to us the entire stated quantity in multiple
shipments of 25,000 metric tons within 18 months from the date of the agreement.
For each shipment of 25,000 metric tons of urea, we are required under the
agreement to provide Shengkui with a confirmed and irrevocable letter of credit
at sight in the amount of US$3,375,000. Pursuant to the agreement, the first
shipment of urea shall be made by Shengkui within 45 days after its receipt and
confirmation of the first letter of credit provided by us. Deliveries shall be
made in accordance with a schedule of shipments to be mutually agreed by us and
Shengkui. The aggregate value of contracted deliveries under the agreement is
approximately US$162,000,000, based on a value of US$135 per metric ton. A copy
of the irrevocable agreement with Skengui is attached hereto as Exhibit 10.1.
On July 28, 2006, we entered into an irrevocable agreement with China Hua
Yang Roneo Corporation ("Hua Yang") to sell to Hua Yang 200,000 metric tons of
prilled urea N 46% agricultural grade conforming to certain specifications set
forth in the agreement. The term of the agreement is 18 months and is extendable
for an additional period of six months. Pursuant to the agreement, we are
committed to deliver to Hua Yang the entire stated quantity in multiple
shipments of 25,000 metric tons within 18 months from the date of the agreement.
For each shipment of 25,000 metric tons, Hua Yang shall provide us with a
confirmed and irrevocable documentary letter of credit at sight in the amount of
US$4,250,000. Pursuant to the agreement, we must deliver the first shipment of
urea to Hua Yang within 45 days after our receipt and confirmation of the first
letter of credit acceptable and payable to us. Deliveries shall be made in
accordance with a schedule of shipments to be mutually agreed to by us and Hua
Yang. The aggregate value of contracted deliveries under the agreement is
approximately US$34,000,000, based on a value of US$170 per metric ton. A copy
of the irrevocable agreement with Hua Yang is attached hereto as Exhibit 10.2.
ITEM 7.01 REGULATION FD DISCLOSURE
On August 2, 2006, we issued a press release announcing that we entered
into an irrevocable agreement with each of Shengkui and Hua Yang. A copy of the
press release is furnished herewith as Exhibit 99.1 and is incorporated herein
solely for purposes of this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1
attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act"), as amended, or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing. The
information set forth in this Item 7.01 shall not be deemed an admission as to
the materiality of any information in this report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation of FD.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NO. DESCRIPTION
10.01 Contract, dated July 31, 2006, between Shengkui Technologies, Inc. and
Kiwa Bio-Tech Products Group Ltd.
10.02 Contract, dated July 28, 2006, between Kiwa Bio-Tech Products Group Ltd.
and China Hua Yang Roneo Corporation
99.1 Press Release, dated August 2, 2006, issued by Kiwa Bio-Tech Products
Corporation (furnished herewith pursuant to Item 7.01)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: August 2, 2006
By: /s/ Wei Li
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Name: Wei Li
Title: Chairman of Board of Directors and Chief Executive Officer