Item 1.01 Entry into a Material Definitive Agreement; Variable Convertible Debt Payoff and Settlement

On September 25, 2022, three shareholders of the Series A preferred stock of Kiwa Bio-Tech Products Group Corporation (PINK: KWBT) (the "Company"), Mr. Feng Li, Ms. Yvonne Wang and Mr. Wei Li ("Preferred Stockholders"), executed a cooperation agreement ("Cooperation Agreement") with XIAO MAN INTERNATIONAL HOLDINGS CO. LTD, a company registered in the British Virgin Islands ("Xiaoman"). The Preferred Stockholders owned an aggregate of 0.2% of the Company's outstanding shares on a fully converted and fully diluted basis as of the date of this current report. The Preferred Stockholders also signed a Shareholders' Voting Rights Delegation Agreement with Xiaoman, pursuant to which the Preferred Stockholders agreed to delegate voting rights to Xiaoman to complete the restructuring of the Company.

Pursuant to the Cooperation Agreement, Xiaoman will assist the Company in seeking potential acquisition targets in digital assets, digital collections, film and television culture, Metaverse and other fields and eventually listing the Company on a national exchange. The Preferred Stockholders agreed to vote for the director nominees by Xiaoman and acquisition transactions Xiaoman may propose in board meetings and shareholder meetings. The Preferred Stockholders also agreed to transfer no more than 50% of the Company's shares they own to Xiaoman at a mutually agreed price before the Company gets listed on a national exchange. The descriptions of the Cooperation Agreement and Shareholders' Voting Rights Delegation Agreement in this current report are summary only and are qualified in their entirety by the terms of the Cooperation Agreement and Shareholders' Voting Rights Delegation Agreement. Copies of the Cooperation Agreement and Shareholders' Voting Rights Delegation Agreement are attached hereto as exhibits 10.1 and 10.2 and are hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Description

10.1            Translation of the Coopeartion Agreement, dated as of September
              25, 2022, by and between the Feng Li, Yvonne Wang and Wei Li and
              Xiao Man International Holdings Co., Ltd.
10.2            Shareholders's Voting Rights Designation Agreement, dated as of
              September 25, 2022, by and between the Feng Li, Yvonne Wang and Wei
              Li and Xiao Man International Holdings Co., Ltd.

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