Current Report Filing (8-k)
March 15 2017 - 6:16AM
Edgar (US Regulatory)
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
Date
of report (Date of earliest event reported): March 13, 2017
Kiwa
Bio-Tech Products Group Corporation
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-33167
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77-0632186
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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310
N. Indian Hill Blvd., #702
Claremont,
California
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91711
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (626) 715-5855
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
March 13, 2017, Yong Change Wu was removed as a director of the Company by the consent of the holders of a majority of the votes
entitled to be cast on the matter and the approval of the majority of the directors of the Company. Immediately thereafter, the
Board appointed Yong Lin Song as a director of the Company to be effective immediately. There was not any matter of dispute between
the Company and Mr. Wu. The following is the biography of Mr. Song:
Yong
Lin Song
Mr.
Song is a senior agronomist at the Institute of Agricultural Resources and Regional Planning, Chinese Academy of Agricultural
Sciences. He has 29 years of experience in microbial R&D and technology promotion and has led many national agricultural projects.
In 2001, he was responsible for technological achievement transformation and technology promotion of Agricultural Resources and
Regional Planning, Chinese Academy of Agricultural Sciences. In 2009, he served as deputy secretary general of the Chinese Society
of Plant Nutrition and Fertilizer Science. Mr. Song joined Kiwa in March 2016 and is responsible for the Company’s Research
and Development operations.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 8, 2017, pursuant to the consent of the holders of a majority of the votes entitled to be cast on the matter and the approval
of the majority of the directors of the Company, the Company was converted from a Delaware corporation to a Nevada corporation
by filing of Articles of Conversion and Articles of Incorporation in the State of Nevada and filing a Certificate of Dissolution
in the State of Delaware. A copy of the Company’s new Articles of Incorporation is attached hereto as Exhibit 3(i). The
authorized capital of the Company remained unchanged.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
March 8, 2017, pursuant to the consent of the holders of a majority of the votes entitled to be cast on the matter, the following
actions were approved:
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(1)
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Reincorporation
of the Company from Delaware to Nevada and
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(2
)
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Approval
of the Kiwa Bio-Tech Products Group Corporation 2016 Employee, Director and Consultant Stock Plan. A copy of the plan is attached
hereto as Exhibit 4.1.
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On
March 13, 2017, pursuant to the consent of the holders of a majority of the votes entitled to be cast on the matter, Yong Change
Wu was removed as a director of the Company by the consent of the holders of a majority of the votes entitled to be cast on the
matter and the approval of the majority of the directors of the Company. Immediately thereafter, the Board appointed Yong Lin
Song as a director of the Company to be effective immediately.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
3(i)
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Articles
of Incorporation of Kiwa Bio-tech Products Group Corporation filed in the State of Nevada on March 8, 2017.
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4.1
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Kiwa
Bio-Tech Products Group Corporation 2016 Employee, Director and Consultant Stock Plan.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
March 15, 2017
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Kiwa Bio-Tech Products Group Corporation
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By:
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/s/
Yvonne Wang
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Name:
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Yvonne
Wang
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Title:
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Chief
Executive Officer
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Kiwa Bio Tech Products (CE) (USOTC:KWBT)
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