All members of the company’s board of directors guarantee that the content of information disclosure is true, accurate and complete, without false records, misleading statements or major omissions.
Important Notes:
1. Kiwa Bio-Tech Products Group Corporation (“KIWA”) and Hainan Kangtan E-commerce Co., Ltd.Unified social credit code: 91460000MAE20JKL58. (“Kangtan Electronics”) jointly signed a “Cooperation Agreement” on November 4, 2024.
2. The “Cooperation Agreement” signed this time is only a framework agreement for this major asset reorganization between the two parties to the transaction. The final reorganization plan depends on the negotiation results based on due diligence, auditing, and evaluation, and is subject to the relevant formal agreements signed by all parties.
To all shareholders, investors and people from all walks of life who pay attention to the company:
The company hereby solemnly announces that the company has successfully signed a cooperation agreement with Hainan Kangtan E-commerce Co., Ltd. and started an important strategic process of asset merger. This cooperation is a key milestone in the company’s development process. Kangtan Electronics has demonstrated excellent innovation ability and resource advantages in the field of e-commerce, which highly matches the company’s business strategy. Through asset merger, the two parties optimize the industrial layout and are expected to realize resource sharing and complementary advantages, further expand the business territory, enhance market competitiveness, and increase profitability, creating more generous returns for shareholders.
In the subsequent process. We will strictly abide by relevant US laws and regulations and the regulations of the Securities and Exchange Commission. The company will closely monitor the progress of various processes and disclose important information to shareholders and investors in a timely manner.
I. Signing of the cooperation agreement
(一) Transaction overview
1. Kangtan Electronics is responsible for injecting new businesses and assets into KIWA and improving KIWA’s performance and market value;
2. The actual controller of Kangtan Electronics, Wang Bofu, changes to a named shareholder of KIWA and transfers corresponding value of stocks.
3. Kangtan Electronics is responsible for transferring KIWA from the current over-the-counter market to the New York Stock Exchange or Nasdaq Stock Exchange market;
4. KIWA agrees that at the time of signing the agreement or thereafter, KIWA should sign with Kangtan Electronics or an entity company designated by Kangtan Electronics. The physical assets of Kangtan Electronics will be transferred to the ownership of KIWA enterprises.
5. KIWA agrees that after signing the agreement, it should carry out KIWA’s asset reorganization business according to the asset preparation situation of Kangtan Electronics, and according to the asset merger situation, Kangtan Electronics or the designated person of Kangtan Electronics will obtain the corresponding stocks of KIWA and thus become a named shareholder.
6. KIWA should issue corresponding stocks to Kangtan Electronics or the designated entity of Kangtan Electronics. After such private placement, Kangtan Electronics will obtain the stocks of KIWA at that time after the share merger, and this stock corresponds to the value of Kangtan Electronics.
7. The two parties reach a consensus that after the asset injection and when the conditions for transfer in the United States are met, the two parties will jointly transfer KIWA to the New York Stock Exchange or Nasdaq market for listing.
8. Kangtan Electronics promises that the assets provided by Kangtan Electronics are legal and effective and can pass relevant legal and financial audits.
II. Reorganization promotion
The parties will further negotiate the specific details of the share issuance and asset purchase plan, including but not limited to the pricing of the target equity, the pricing of KIWA’s issued shares, the scope of the target equity included in this share issuance and asset purchase, and other specific transaction plans, as well as the transaction procedures and approvals for this share issuance and asset purchase.
The parties promise that in accordance with the principle of good faith, they will carry out due diligence, auditing, and evaluation work related to this share issuance and asset purchase, jointly promote the improvement and implementation of this share issuance and asset purchase plan, and reach an agreement as soon as possible on the specific content of the matters described in this agreement and sign a formal agreement.
III. Documents for future reference
“Cooperation Agreement between Kiwa Bio-Tech Products Group Corporation and Hainan Kangtan E-commerce Co., Ltd.”
Please note that the merger and acquisition asset cooperation matters may be affected by multiple factors, including but not limited to regulatory approvals and changes in market conditions. We will carefully deal with possible challenges and risks to ensure the smooth implementation of this cooperation.
Hereby announced.
Kiwa Bio-Tech Products Group Corporation
Board of Directors
November 4, 2024.
Forward-Looking Statements
This press release contains information that constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from any future results described by the forward-looking statements. Risk factors that could contribute to such differences include those matters more fully disclosed in the Company’s reports filed with the U.S. Securities and Exchange Commission. The forward-looking information provided herein represents the Company’s estimates as of the date of the press release, and subsequent events and developments may cause the Company’s estimates to change. The Company’s actual results may differ materially from those anticipated in the forward-looking statements depending on a number of risk factors including, but not limited to, the following: general economic, business and environment conditions, development, shipment, market acceptance, additional competition from existing and new competitors, changes in technology, the execution of its ten-year growth plan, the foreign exchange risk amid the unexpected announcements by the PRC government and various other factors beyond the Company’s control. Kiwa Bio-Tech Products Group Corp. specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company’s estimates of its future financial performance as of any date subsequent to the date of this press release.
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