UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C/A
(First Amendment)
(RULE
14C-101)
SCHEDULE
14C INFORMATION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(C) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Check
the appropriate box:
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[X] |
Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d)
(1)) |
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Definitive
Information Statement |
KIWA
BIO-TECH PRODUCTS GROUP CORPORATION
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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of each class of securities to which transaction
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Aggregate
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
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Proposed
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Total
fee paid: |
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Fee
previously paid with preliminary materials. |
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
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KIWA
BIO-TECH PRODUCTS GROUP CORPORATION
3200
Guasti Road
Ontario,
CA 91761
(626)
715-5855
March
19, 2020
Dear
Stockholder:
This
Information Statement is furnished to holders of shares of common
stock, $.001 par value (the “Common Stock”) and preferred stock
$.001 par value (the “Preferred Stock”) of Kiwa Bio-Tech Products
Group Corporation (the “Company”). We are sending you this
Information Statement to inform you that on March 3, 2020, the
Board of Directors of the Company unanimously adopted a resolution
seeking stockholder approval to amend the Company’s Articles of
Incorporation to increase the number of authorized Company Common
Shares from 300,000,000 to 3,000,000,000. Thereafter, on March 3,
2020, pursuant to the By-Laws of the Company and applicable Nevada
law, shareholders holding seventy-five percent (75%) of the votes
entitled to be cast on the aforementioned matter (identified in the
section entitled “Voting Securities and Principal Holders Thereof”)
adopted a resolution to authorize the Board of Directors, in its
sole discretion, to increase the number of authorized shares of
Company Common Stock from 300,000,000 to 3,000,000,000.
The
Board of Directors believes that the proposed increase in
authorized capital is beneficial to the Company because it provides
the Company with the flexibility it needs to raise additional
capital consistent with its Business Plan.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US
A PROXY
The
enclosed Information Statement is being furnished to you to inform
you that the foregoing action has been approved by the holders of a
majority of the outstanding shares of our Common Stock. The
resolutions will not become effective before the date which is 20
days after this Information Statement was first mailed to
stockholders. You are urged to read the Information Statement in
its entirety for a description of the action taken by the Board of
Directors and a majority of the stockholders of the
Company.
This
Information Statement is being mailed on or about March 31, 2020 to
shareholders of record on March 23, 2020 (the “Record
Date”).
KIWA
BIO-TECH PRODUCTS GROUP CORPORATION
3200
Guasti Road
Ontario,
CA 91761
(626)
715-5855
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C)
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14C-2 THEREUNDER
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY
The
Company is distributing this Information Statement to its
stockholders in full satisfaction of any notice requirements it may
have under Securities and Exchange Act of 1934, as amended, and
applicable Nevada law. No additional action will be undertaken by
the Company with respect to the receipt of written consents, and no
dissenters’ rights with respect to the receipt of the written
consents.
Expenses
in connection with the distribution of this Information Statement,
which are anticipated to be approximately $5,000.00, will be paid
by the Company.
ABOUT
THE INFORMATION STATEMENT
What
Is the Purpose of the Information Statement?
This
Information Statement is being provided pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) to notify the Company’s shareholders, as of the close of
business on March 23, 2020 (the “Record Date”), of corporate
action taken pursuant to the consent or authorization of certain
shareholders of the Company. Shareholders holding the power to vote
in excess of a majority of the Company’s outstanding common stock
have acted upon the corporate matters outlined in this Information
Statement, consisting of the following:
To
amend the Company’s Articles of Incorporation to increase the
number of authorized Company Common Shares from 300,000,000 to
3,000,000,000.
The
aforementioned action is hereinafter referred as the
“Proposal”.
Who
Is Entitled to Notice?
Each
holder of an outstanding share of common stock or voting preferred
stock of record on the close of business on the Record Date will be
entitled to notice of each matter voted upon pursuant to consents
or authorizations by certain shareholders who, as of the close of
business on the Record Date, were entitled to cast seventy-five
percent (75%) of the votes entitled to vote in favor of the
Proposals. Under Nevada corporate law, all the activities requiring
shareholder approval may be taken by obtaining the written consent
and approval by the holders of seventy-five percent (75%) of the
votes entitled to be cast on the matter in lieu of a meeting of the
shareholders. No action by the minority shareholders in connection
with the Proposals is required.
What
Corporate Matters Did the Majority of the Shareholders Vote for And
How Did They Vote?
As of
March 3, 2020, the Company had received executed consents from
shareholders entitled to cast seventy-five percent (75%) of the
total eligible votes, which means that a majority of the votes
entitled to be cast on the Proposals were in fact cast. The
Shareholders provided consent with respect to the following
matters:
To
amend the Company’s Certificate of Incorporation to increase the
number of authorized Company Common Shares from 300,000,000 to
3,000,000,000.
What
Vote Is Required to Approve the Proposal?
With
respect to the Proposals, the affirmative vote of a majority of the
votes entitled to be cast on the Proposals was required for
approval of the Proposals. Certain of the Company’s shareholders
have voted in favor of the Proposals and these shareholders
represented seventy-five percent (75%) of the votes entitled to be
cast on the Proposals. These shareholders were entitled to cast
seventy-five percent (75%) of the votes eligible to be cast on the
Proposals. Accordingly, these shareholders had sufficient voting
shares to approve the Proposals.
Shareholders
Who Voted in Favor of The Proposal
The
holders of the Company’s Series A Preferred shares have voting
rights equal to an aggregate of seventy-five percent (75%) of the
total votes entitled to be cast on any matter which is put to a
vote of the Company’s shareholders. The table below indicates all
of the holders of shares of the Company’s Series A Preferred stock
that have voted in favor of the Proposal.
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Shares of Series A Preferred Stock Voted on the Record Date |
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Number |
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Percent
of
Vote (1)
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| Yvonne Wang |
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250,000 |
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37.5 |
% |
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Feng
Li
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250,000 |
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37.5 |
% |
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500,000 |
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75.0 |
% |
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(1) |
Applicable
percentage of ownership of Series A Preferred Stock is based on
500,000 shares of Series A Preferred Stock outstanding as of the
Record Date. |
BACKGROUND
1.
Organizational History
Kiwa
Bio-Tech Products Group Corporation (“the Company”) is the result
of a share exchange transaction accomplished on March 12, 2004
between the shareholders of Kiwa Bio-Tech Products Group Ltd.
(“Kiwa BVI”), a company originally organized under the laws of the
British Virgin Islands on June 5, 2002 and Tintic Gold Mining
Company (“Tintic”), a corporation originally incorporated in the
state of Utah on June 14, 1933 to perform mining operations in
Utah. The share exchange resulted in a change of control of Tintic,
with former Kiwa BVI stockholders owning approximately 89% of
Tintic on a fully diluted basis and Kiwa BVI surviving as a
wholly-owned subsidiary of Tintic. Subsequent to the share exchange
transaction, Tintic changed its name to Kiwa Bio-Tech Products
Group Corporation. On July 21, 2004, the Company completed its
reincorporation in the State of Delaware. On March 8, 2017, the
Company completed its reincorporation in the State of
Nevada.
The
Company operates through a series of subsidiaries in the Peoples
Republic of China. The Company currently mainly operates its
business through Kiwa Baiao Bio-Tech (Beijing) Co., Ltd. (“Kiwa
Beijing”), which was incorporated in China in January 2016, Kiwa
Bio-Tech Products (Shenzhen) Co., Ltd. (“Kiwa Shenzhen”), which was
incorporated in China in November 2016, Kiwa Bio-Tech Products
(Hebei) Co., Ltd. (“Kiwa Hebei”), which was incorporated in China
in December 2016, Kiwa Bio-Tech Products (Shenzhen) Co., Ltd. Xian
Branch Company, (“Kiwa Xian”), which was incorporated in China in
December 2017, Kiwa Bio-Tech (Yangling) Co., Ltd. (“Kiwa
Yangling”), which incorporated in March 2018, and The Institute of
Kiwa-Yangling Ecological Agriculture and Environment Research Co.,
Ltd. (“Kiwa Institute”), which incorporated in March 2018. In July
2017, the Company established Kiwa Bio-Tech Asia Holding (Shenzhen)
Ltd. (“Kiwa Asia”) to be the direct holding company of Kiwa
Beijing, Kiwa Shenzhen, Kiwa Xian, Kiwa Institue and Kiwa
Hebei.
2.
Overview of Business
We
develop, manufacture, distribute and market innovative,
cost-effective and environmentally safe bio-technological products
for agriculture. Our products are designed to enhance the quality
of human life by increasing the value, quality and productivity of
crops and decreasing the negative environmental impact of chemicals
and other wastes.
Our
Products
We
have developed three bio-fertilizer products with bacillus species
(“bacillus spp”) and/or photosynthetic bacteria as core
ingredients. For the year ended December 31, 2019, we are currently
generating revenues from our four bio-fertilizer products: 1)
Biological Organic Fertilizer; 2) Compound Microbial Fertilizer; 3)
Bio-Water Soluble Fertilizer; 4) Microbial Inoculum
Fertilizer.
Some
of our products contain ingredients of both photosynthesis and
bacillus bacteria. Bacillus spp is a species of bacteria that
interacts with plants and promotes biological processes. It is
highly effective for promoting plant growth, enhancing yield,
improving quality and elevating resistances. Photosynthetic
bacteria are a group of green and purple bacteria. Bacterial
photosynthesis differs from green plant photosynthesis in that
bacterial photosynthesis occurs in an anaerobic environment and
does not produce oxygen. Photosynthetic bacteria can enhance the
photosynthetic capacity of green plants by increasing the
utilization of sunlight, which helps keep the photosynthetic
process at a vigorous level, enhances the capacity of plants to
transform inorganic materials to organic products, and boosts
overall plant health and productivity.
Biological
Fertilizer provides beneficial living microorganisms and
micronutrition to soil and improve plants absorptivity of main
growth ingredients. Proper use could prevent soil-borne, crops
disease, improve soil fertility, alleviate agricultural pollution
and degrade heavy metal in farmland soil.
Compound
Microbial Fertilizer is adding appropriate amount of nitrogen,
phosphorus, potassium and other nutrients into Biological Organic
Fertilizer. Through the action of organic matter and beneficial
microorganisms, the utilization rate of nitrogen, phosphorus,
potassium can be significantly improved.
The
Bio-Water Soluble Fertilizer is mainly another form of the
biological fertilizer that we firstly introduced in the first
quarter of 2018. It is in the form of powder which has high water
solubility, and it is convenient for the farmers to use during the
drop irrigation.
Microbial
Inoculum Fertilizer is an environment-friendly biological soil
conditioner that made of compound high-silicon, calcium, and
mineral raw materials, on the basis of dissolving-phosphorus,
dissolving-potassium, and disease-resistant microbial agents. It is
rich in highly active microorganisms, which can improve the
micro-ecological environment in the soil, transform and reduce
heavy metal toxicity, release the plant growth stimulants, promote
crop growth, and enhance the stress resistance.
Compound
Microbial Fertilizer, Bio-Water Soluble Fertilizer, and Microbial
Inoculum Fertilizer generally contain more microorganism and have a
higher effectiveness on the productivity of crops and increasing
the value and quality of the crops harvested than Biological
Organic Fertilizer. As a result, our Compound Microbial Fertilizer,
Bio-Water Soluble Fertilizer, and Microbial Inoculum Fertilizer
generally have a higher average selling price as compared to
Biological Organic Fertilizer.
The
Board of Directors believes that the proposed increase in
authorized shares of Common Stock is beneficial to the Company
because it provides the Company with the flexibility it needs to
raise additional capital consistent with its Business
Plan.
No
further action on the part of stockholders will be required to
either implement or abandon the increase in authorized capital. The
Board of Directors reserves its right to elect not to proceed, and
abandon, the increase in authorized capital if it determines, in
its sole discretion, that this proposal is no longer in the best
interests of the Company’s shareholders.
ADVANTAGES
AND DISADVANTAGES OF INCREASING AUTHORIZED COMMON
STOCK
There
are certain advantages and disadvantages of increasing the
Company’s authorized common stock. The Company believes that the
impact of increasing its authorized capital is largely mitigated by
increased ability of the Company to raise capital for the future
growth of the Company consistent with its Business Plan. As a
result of the increase in authorized capital, authorized but
unissued Company Common Shares are increased from approximately
60,715,586 to 2,760,715,586. The current number of authorized but
unissued shares does not include shares which are reserved for
issuance in the event of the exercise of certain warrants and
options which required to be reserved.
The
Company believes that this increased number of authorized but
unissued Common Shares will facilitate:
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The
ability to raise capital by issuing capital stock under future
financing transactions, if any, and compliance with the applicable
covenants of existing financing. |
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To
have shares of common stock available to pursue business expansion
opportunities, if any. |
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The
issuance of authorized but unissued stock could be used to deter a
potential takeover of the Company that may otherwise be beneficial
to shareholders by diluting the shares held by a potential suitor
or issuing shares to a shareholder that will vote in accordance
with the desires of the Company’s Board of Directors, at that time.
Notwithstanding, a takeover may be beneficial to independent
shareholders because, among other reasons, a potential suitor may
offer Company shareholders a premium for their shares of stock
compared to the then-existing market price. The Company does not
have any plans or Proposal to adopt such provisions or enter into
agreements that may have material anti-takeover
consequences. |
Disadvantages
of this action include the following:
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The
issuance of additional authorized but unissued shares of Common
Stock could result in decreased net income per share which could
result in dilution to existing shareholders. |
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In
the long run, the Company may be limiting the number of authorized
but unissued shares it can issue in the future without a further
amendment of its Articles of Incorporation. Notwithstanding, the
Company believes that maintaining 2,760,715,586 authorized but
unissued Common shares will cover all of its reasonably foreseeable
requirements. |
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
following table sets forth as of March 16, 2020 certain information
with respect to the beneficial ownership of our common stock by (i)
each of our executive officers, (ii) each person who is known by us
to beneficially own more than 5% of our outstanding common stock,
and (iii) all of our directors and executive officers as a group.
Percentage ownership is calculated based on 239,284,414 shares of
our common stock, 500,000 shares of our Series A Preferred Stock,
and 811,148 shares of our Series B Preferred Stock outstanding as
of March 16, 2020. None of the shares listed below are issuable
pursuant to stock options or warrants of the Company.
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Title of class |
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Name and Address of
Beneficial Ownership(1) |
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Amount and
Nature of
Beneficial Owner (2) |
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Percentage
of class |
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| Common Stock |
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Yvonne Wang |
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240,000 |
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* |
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| Common Stock |
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Feng Li (3) |
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2,796,474 |
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1.17 |
% |
| Common Stock |
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Qi Wang |
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- |
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- |
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| Common Stock |
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Yong Lin Song |
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- |
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- |
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| Common Stock |
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All officers and directors as a
group |
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3,036,474 |
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1.27 |
% |
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| Ser. A Pref. Stock |
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Yvonne Wang |
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250,000 |
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50.00 |
% |
| Ser. A Pref. Stock |
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Feng Li |
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250,000 |
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50.00 |
% |
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| Ser. A Pref. Stock |
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All officers and directors as a
group |
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500,000 |
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100.00 |
% |
| Ser. B Preferred |
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Wei Li |
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811,148 |
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100.00 |
% |
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| 5% Holders: |
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None |
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*
Less than one percent (1%)
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(1) |
The
address for all holders is 3200 Guasti Road, Ste. 100, California
91761. |
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(2) |
In
determining beneficial ownership of our Common Stock and Series A
Preferred Stock, the number of shares shown includes shares which
the beneficial owner may acquire upon exercise of debentures,
warrants and options which may be acquired within 60 days. Unless
otherwise stated, each beneficial owner has sole power to vote and
dispose of its shares. |
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(3) |
Includes
61,784 shares of common stock held by All Star Technology, Inc., a
British Virgin Islands international business company. Feng Li’s
father, Wei Li, exercises voting and investment control over the
shares held by All Star Technology, Inc. Wei Li is a principal
shareholder of All Star Technology, Inc. and may be deemed to
beneficially own such shares, but disclaims beneficial ownership in
such shares held by All Star Technology, Inc. except to the extent
of his pecuniary interest therein. Mr. Li has pledged all of his
common stock of the Company as collateral security for the
Company’s obligations under certain 6% Convertible Notes owed by
the Company. |
INTEREST
OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED
UPON
No
director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or
indirect, by security holdings or otherwise, in the proposal to
amend the Certificate of Incorporation and take all other proposed
actions which is not shared by all other holders of the Company’s
Common Stock.
OTHER
MATTERS
The
Board knows of no other matters other than those described in this
Information Statement which have been approved or considered by the
holders of a majority of the shares of the Company’s voting
stock.
IF
YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE
CONTACT:
Robert
L. B. Diener
Law
Offices of Robert Diener
41
Ulua Place
Haiku,
HI 96708
Telephone:
(808) 573-6163
BY
ORDER OF THE BOARD OF DIRECTORS OF KIWA BIO-TECH
PRODUCTS
GROUP
CORPORATION
