Filed
by the Registrant
|
x
|
Filed
by a Party other than the Registrant
|
¨
|
¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to
§240.14a-12
|
x
|
No
fee required.
|
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
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 determined):
|
||
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
¨
|
Fee
paid previously 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.
|
|
(1)
|
Amount
previously paid:
|
|
(2)
|
Form,
Schedule or Registration statement no.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
Very
truly yours,
|
|
/s/
Wei Li
|
|
Wei
Li
|
|
Chief
Executive Officer and
|
|
Chairman
of the Board
|
1.
|
|
Elect
five nominees as directors to serve a one-year term on the Board
of
Directors set to expire at the 2008 annual meeting of stockholders
and
until their respective successors are elected and
qualified;
|
2.
|
|
Ratify
the selection and appointment of Mao & Company CPAs, Inc. as our
independent auditors for the fiscal year ending December 31, 2007;
|
3. |
Transact
such other business as may properly come before the meeting or
any
adjournment thereof.
|
By
Order of the Board of Directors
|
|
/s/
Yvonne Wang
|
|
Yvonne
Wang
|
|
Secretary
|
|
GENERAL
INFORMATION
|
1
|
PROPOSAL
1 ELECTION
OF DIRECTORS
|
3
|
PROPOSAL
2 RATIFICATION
OF INDEPENDENT AUDITORS
|
6
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
7
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
8
|
EXECUTIVE
COMPENSATION
|
10
|
SECTION
16(A) BENEFICIAL OWNERSHIP COMPLIANCE
|
14
|
STOCKHOLDER
PROPOSALS FOR THE 2008 ANNUAL MEETING OF
STOCKHOLDERS
|
14
|
OTHER
BUSINESS
|
15
|
·
|
delivering
a written notice of revocation to our Corporate Secretary at our
principal
executive office located at 415 West Foothill Blvd, Suite 206 Claremont,
California 91711-2766;
|
·
|
delivering
a properly executed proxy showing a later date to our Corporate Secretary
at our principal executive office located at 415 West Foothill Blvd,
Suite
206 Claremont, California 91711-2766; or
|
·
|
attending
the meeting and voting in person (attendance at the meeting will
not, by
itself, revoke a proxy).
|
Name
|
Age
|
Title
|
||
Wei
Li
|
45
|
Chief
Executive Officer and Chairman of the Board
|
||
Lianjun
Luo
|
37
|
Chief
Financial Officer and Director
|
||
Dachang
Ju
|
67
|
Director
|
||
Yunlong
Zhang
|
43
|
Director
|
||
Qi
Wang
|
40
|
Vice
president-Technical
|
Fees
Earned or
|
Stock
|
Option
|
All
Other
|
||
Name
|
Paid
in Cash
|
Awards
|
Awards(1)
|
Compensation
|
Total
|
$
|
$
|
$
|
$
|
$
|
|
Wei
Li
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Lianjun
Luo
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Dachang
Ju
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Yunlong
Zhang
|
Nil
|
Nil
|
24,639
|
Nil
|
24,639
|
Title
of Class
|
Name
of Beneficial Owner
|
Amount
and Nature of
|
Percent
of Class
|
Beneficial
Owner
|
|||
Common
Stock
|
Wei
Li (1)
|
13,064,794
|
17.56
|
Common
Stock
|
Dachang
Ju (2)
|
10,062,088
|
13.52
|
Common
Stock
|
Lianjun
Luo
|
1,305,562
|
1.75
|
Common
Stock
|
Yunlong
Zhang
|
308,916
|
*
|
Common
Stock
|
All
Star Technology Inc. (1)
|
12,356,672
|
16.60
|
Common
Stock
|
InvestLink
(China) Limited (2)
|
10,062,088
|
13.52
|
Common
Stock
|
All
officers and directors as a group
|
||
(4
persons)
|
24,741,360
|
33.25
|
*
|
Less
than 1%.
|
(1)
|
Consists
of shares held by All Star Technology Inc., a British Virgin Islands
international business company and Wei Li. Wei Li exercises voting
and
investment control over 12,356,672 shares of common stock held by
All Star
Technology Inc. Wei Li is a principal stockholder 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.
to
the extent of his pecuniary interest therein. In addition, in April
2007,
Wei Li exercised on a cashless basis 783,423 shares of warrants relating
to a loan advanced to the Company by Wei Li in 2005. We issued a
net of
708,122 shares to Wei Li in April 2007 for the
exercise.
|
(2)
|
Consists
of 7,812,088 shares of common stock held directly by InvestLink (China)
Limited (“Investlink”) and 2,250,000 shares of common stock held by
InvestLink as custodian for Guisheng Chen. InvestLink has the sole
power
to vote or direct the vote and dispose or direct the disposition
of
10,062,088 shares but disclaims beneficial ownership of such shares
except
to the extent of its pecuniary interest therein. Dachang Ju exercises
voting and investment control over the shares held by InvestLink.
Dachang
Ju is a principal stockholder of InvestLink and may be deemed to
beneficially own such shares, but disclaims beneficial ownership
in such
shares held by InvestLink to the extent of his pecuniary interest
therein.
|
(a)
|
(b)
|
(c)
|
||||||||
Plan
Category
|
Number
of
securities
to be issued
upon
exercise of
outstanding
options,
warrants
and rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected in
column
(a))
|
|||||||
Equity
compensation plans approved by
security
holders
|
1,637,900
|
0.175
|
1,410,007
|
|||||||
Equity
compensation arrangements not
|
||||||||||
approved
by security holders
|
0
|
0
|
0
|
|||||||
Total
|
1,637,900
|
0
|
1,410,007
|
|
|||||
Name
|
Number
of Securities Underlying Unexercised Options Exercisable
(vested)
|
Number
of Securities Underlying Unexercised Options Unexercisable
(unvested)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
|
Option
Exercise
Price
|
Option
Expiration Date
|
Wei
Li
|
Nil
|
182,800
|
182,800(1)
|
0.175
|
December
11, 2016
|
Lian
jun Luo
|
Nil
|
132,200
|
132,200(1)
|
0.175
|
December
11, 2016
|
Ju
hua Wang
|
Nil
|
120,300
|
120,300(1)
|
0.175
|
December
11, 2016
|
Qi
Wang
|
Nil
|
121,500
|
121,500(1)
|
0.175
|
December
11, 2016
|
Xiao
nan Wu
|
Nil
|
105,800
|
105,800(1)
|
0.175
|
December
11, 2016
|
Yvonne
Wang
|
Nil
|
125,100
|
125,100(1)
|
0.175
|
December
11, 2016
|
Yunlong
Zhang
|
Nil
|
153,900
|
153,900(1)
|
0.175
|
December
11, 2016
|
(1)
|
|
See
information contained in subheading entitled “Stock Option Grants” under
heading “2004 Stock Incentive Plan.”
|
Name
|
Number
of Stock
Options
Granted
|
Exercise
Price/shares
|
Expiration
Date
|
Grant
Date
Present
Value (1)
|
Value
at
June
4, 2007 (2)
|
|
Wei
Li
|
182,800
|
0.175
|
2016-12-11
|
29,262
|
Nil
|
|
Lianjun
Luo
|
132,200
|
0.175
|
2016-12-11
|
21,162
|
Nil
|
|
Qi
Wang
|
121,500
|
0.175
|
2016-12-11
|
19,449
|
Nil
|
|
Xiaonan
Wu
|
105,800
|
0.175
|
2016-12-11
|
16,936
|
Nil
|
|
Wenbin
Li
|
120,300
|
0.175
|
2016-12-11
|
19,257
|
Nil
|
|
Yvonne
Wang
|
125,100
|
0.175
|
2016-12-11
|
20,026
|
Nil
|
|
Yunlong
Zhang
|
153,900
|
0.175
|
2016-12-11
|
24,636
|
Nil
|
(1)
|
|
The
fair value of these options at the date of grant was estimated using
a
Black-Scholes option pricing model.
|
(2) |
The
value of unexercised options at a certain date equals the difference
between the option exercise price and the closing price of the
Company
stock at such date, multiplied by the number of shares underlying
the
options. The closing price at June 4, 2007 was lower than the exercise
price, so the value at such date was
nil.
|
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Awards
|
Option
Awards (2)
|
All
Other
Compensation
|
Total
|
|
|
$
|
$
|
$
|
$
|
$
|
$
|
Wei
Li, CEO
|
2006
|
75,000
|
21,000
|
Nil
|
29,262
|
Nil
|
125,262
|
Wei
Li, CEO
|
2005
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Lianjun
Luo, CFO
|
2006
|
48,000
|
12,000
|
Nil
|
21,162
|
Nil
|
81,162
|
Lianjun
Luo, CFO
|
2005
|
22,500
|
7,000
|
5,924
|
Nil
|
Nil
|
35,424
|
Juhua
Wang, COO(3)
|
2006
|
12,500
|
Nil
|
Nil
|
19,257
|
Nil
|
31,757
|
Qi
Wang, Vice President
|
2006
|
Nil
|
Nil
|
Nil
|
19,449
|
Nil
|
19,449
|
Qi
Wang, Vice President
|
2005
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Xiaonan
Wu, Vice President
|
2006
|
9,000
|
Nil
|
Nil
|
16,936
|
Nil
|
25,936
|
Wenbin
Li, Vice President
|
2006
|
5,000
|
Nil
|
Nil
|
19,257
|
Nil
|
19,257
|
Yvonne
Wang, Secretary
|
2006
|
48,000
|
Nil
|
Nil
|
20,026
|
Nil
|
68,026
|
Yvonne
Wang, Secretary
|
2005
|
21,000
|
Nil
|
Nil
|
Nil
|
Nil
|
21,000
|
(1)
|
The
bonus amounts for fiscal 2006 were accrued pursuant to the terms
of Wei
Li, Lianjun Luo’s employment agreements with the Company. Wei Li’s bonus
payment is subject to approval of the Board of Directors of the
Company,
Lianjun Luo’s bonus payment is subject to approval of Wei Li, our Chief
Executive Officer. For material terms of the employment agreements,
see
additional information below under subheading entitled “Employment
Contracts and Termination of Employment and Change of Control
Arrangements.” The bonus paid to Lianjun Luo for the fiscal 2005 was based
on his former employment agreement with the
Company.
|
(2)
|
Options
granted on December 13, 2006. For material terms of the grant,
see
additional information above under subheading entitled “Stock Option Grant
and Exercises and Period-End Option Values”. The fair value of these
options at the date of grant was estimated using a Black-Scholes
option
pricing model.
|
(3)
|
Juhua
Wang resigned on May 18, 2007 and options granted to her were
cancelled.
|
|
|
KIWA
BIO-TECH PRODUCTS GROUP CORPORATION
By Order of the Board of Directors |
/s/ Yvonne Wang | ||
Yvonne Wang |
||
Secretary |
1. |
Election
of Directors:
|
FOR
all
Nominees
|
WITHHOLD
AUTHORITY
for
all Nominees
|
FOR
all Nominees
EXCEPT
|
o
|
o
|
o
|
||
Nominees: | ||||
(1) Wei Li | ||||
(2) Lianjun Luo | ||||
(3) Dachang Ju | ||||
(4) Yunlong Zhang |
Instruction:
To withhold authority to vote for any individual
nominee,
|
|||
(5) Qi Wang |
mark
“For
All Nominees Except” and write the name
of the nominee(s) below:
|
2. |
Ratify
the appointment of
Mao
& Company, CPAs, Inc.
as
the Company’s independent auditors
for
the fiscal year ending
December
31, 2007
|
FOR
o
|
WITHHOLD
o
|
|
|
_______________________________________ | |
Signature | |
_______________________________________ | |
Signature, if held jointly | |
Dated: ____________________, 2007 | |
IMPORTANT
- PLEASE SIGN AND RETURN
PROMPTLY.
When shares are held by joint tenants, both should sign. When signing
as
attorney, executor, administrator, trustee, or guardian, please give
full
title as such. If a corporation, please sign in full corporate name
by
President or other authorized officer. If a partnership, please sign
in
partnership name by an authorized
person.
|