PBC PROJECT INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (the "AGREEMENT") is made and entered into as of the 25th of June,
2002, by and between Zoucheng Municipal Government (the "GOVERNMENT") and KIWA BIO-TECH
PRODUCTS GROUP Ltd., On PBC (Photosynthesis Biological Catalyst) project.
PBC, the main bio-agricultural product of the COMPANY, is a breakthrough product that helps crops and
plants to grow more healthily and increase yield. PBC as a new product has received the approval for
commercialization from Chinese Ministry of Agriculture. PBC project has also been listed in "2001 Major science
and Technology Innovative Projects in China" by Chinese State Economic and Trade Commission. In order to
commercialize and mass-produce PBC product and market it in both domestically in China and internationally,
the GOVERNMENT and the COMPANY through sincere and friendly negotiation have entered into this
AGREEMENT on the terms and conditions hereinafter set forth:
I. The GOVERNMENT agrees to guarantee that the PBC project will receive more practical and preferential
support from the GOVERNMENT than those of other provincial or municipal development zones when PBC
mass-produced base is established in Zoucheng Economic Development Zone. To receive and reciprocate the
support from the Government, a decision has been made through the meetings of the shareholders and the board
of directors of the COMPANY that the COMPANY will invest and build the PBC mass-produced base in
Zoucheng Economic Development Zone. The total investment of the PBC project by the COMPANY will reach
RMB150 to 200 million when all phases of the investment and commercialization of the product are completed.
The projected production capacity will be 1500 metric tons and when the full production capacity is reached and
it is estimated that the annual sales revenue will be around RMB 750 million and the gross profit will be around
RMB 200 million when all 1500 metric tons of the product are sold.
II. The GOVERNMENT will undertake to