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 and Exchange Act of 1934
May
22,
2008
Date
of
Report (Date of earliest event reported)
KIWA
BIO-TECH PRODUCTS GROUP CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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|
000-33167
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77-0632186
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer 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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626-715-5855
(Registrant’s
telephone number, including area code)
None
(Former
name, former address and former fiscal year, 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
|
£ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
£ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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£ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01 ENTRY
INTO MATERIAL DEFINITIVE AGREEMENT
On
May
22, 2008, Kiwa Bio-Tech Products Group Corporation (the “Company”) and Hebei
Huaxing Pharmaceuticals Co., Ltd. (“Huaxing”) completed the formation of a joint
venture to engage in the developing, manufacturing and marketing of animal
drugs
and disinfectants. The joint venture will be operated through a jointly-owned
limited liability company organized under the laws of People's Republic of
China. The name of the joint venture company is Hebei Kiwa Huaxing
Bio-Pharmaceuticals Co., Ltd. (“Kiwa Hebei”). The address of Kiwa Hebei
is No.
3
(Fu), Xuefu Road, Qiaodong District, Shijiazhuang City, Hebei Province,
China.
Pursuant
to a joint venture agreement dated May 22, 2008 between the Company and Huaxing,
the Company will contribute US$1,534,000 in cash for 70% of the equity of Kiwa
Hebei. For the remaining 30% of the equity of Kiwa Hebei, Huaxing will
contribute its existing marketing and sales network plus other assets. The
parties have agreed that the value of Huaxing’s marketing and sales networks is
approximately $82,000. The remaining assets to be contributed by Huaxing have
been appraised by a third party appraiser at $576,000 (exchange rate: 1US
dollars = RMB7.3046), which assets include animal medicine manufacturing
facilities with a GMP license, approval numbers for 61 animal medicine products,
a trademark, inventories, accounts receivables, and other assets, offset by
short-term and long-term loans, accounts payables and other liabilities that
Kiwa Hebei will assume. There is a related land use right that will be leased
by
the joint venture. Under the joint venture agreement, the Company is required
to
complete its capital contribution within one year after the date Kiwa Hebei
receives its business license from Chinese government authorities, with the
first installment payment of 25% of the investment due at the end of the first
month after the license is received and an installment of another 25% due at
the
end of second month. All legal procedures for the contribution to be made by
Huaxing must be completed within two months after the government issues the
business license.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
EXHIBIT
NO.
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DESCRIPTION
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10.01
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Contract
for Joint Venture Between Hebei Huaxing Pharmaceuticals Co., Ltd.
And Kiwa
Bio-Tech Products Group Corporation
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
May
22, 2008
By:
/s/
Wei
Li
-----------------
Name:
Wei
Li
Title:
Chairman of Board of Directors and Chief Executive Officer