INTERESTS OF NAMED EXPERTS AND COUNSEL

The financial statements for Kiwa Bio-Tech Products Group Ltd. for the year ended December 31, 2003 and the year ended December 31, 2002, included in this prospectus, and incorporated by reference in this registration statement, have been audited by Grobstein, Horwath & Company LLP, independent auditors, as stated in their report appearing with the financial statements and incorporated by reference in this registration statement. These financial statements are included in reliance upon the report of Grobstein, Horwath & Company LLP, given upon their authority as experts in accounting and auditing.

Stubbs Alderton and Markiles, LLP will pass on the validity of the shares of common stock offered hereby.

The transfer agent for our common stock is Fidelity Transfer Company. Its address is 1800 South West Temple, Suite 301, Salt Lake City, Utah 84115, and its telephone number is (801) 484-7222.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Our Certificate of Incorporation includes an indemnification provision under which we have agreed to indemnify our directors and officers from and against certain claims arising from or related to future acts or omissions as our directors or officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.