UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Kiwa Bio-Tech Products Group Corporation
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
49834X106
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(CUSIP Number)
Kiwa Bio-Tech Products Group Corporation
17700 Castleton Street, Suite 589
City of Industry, California 91748
Attention: Corporate Secretary
With a copy to:
V. Joseph Stubbs, Esq.
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Stubbs Alderton & Markiles, LLP
15821 Ventura Boulevard, Suite 525
Encino, California 91436
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 22, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [ ]
(Continued on following pages)
CUSIP No. 49834X106 SCHEDULE 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gui-sheng Chen
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -750,000- (See Response to Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -750,000- (See Response to Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 (See Response to Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (See Response to Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
ITEM 1. SECURITY AND ISSUER.
This amendment to Schedule 13D amends the Schedule 13D dated March 25,
2004 (the "13D").
This amendment to Schedule 13D relates to the common stock, par value
$0.001 per share (the "Common Stock"), of Kiwa Bio-Tech Products Group
Corporation, a Utah corporation, formerly known as Tintic Gold Mining Company
(the "Company" or the "Issuer"), and is being filed pursuant to Rule 13d-2 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The address of the principal executive offices of the Company is 17700
Castleton Street, Suite 589, City of Industry, California 91748.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is hereby filed by Gui-sheng Chen (the "Reporting
Person").
(b) The business address of the Reporting Person is c/o Kiwa Bio-Tech
Products Group Corporation, 17700 Castleton Street, Suite 589, City of Industry,
California 91748.
(c) The present principal occupation of the Reporting Person is in
bio-technology and agricultural research.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in the Reporting Person being subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
(f) The Reporting Person is a citizen of the People's Republic of China.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 15, 2004, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of March 11, 2004, by and among Tintic Gold Mining
Company, a Utah corporation ("Tintic"), TTGM Acquisition Corporation, a Utah
corporation and wholly-owned subsidiary of Tintic ("Merger Sub"), and Kiwa
Bio-Tech Products Group Ltd., a company governed under the laws of the British
Virgin Islands ("Kiwa"), Merger Sub merged with and into Kiwa (the "Merger").
Each share of Kiwa common stock was converted into 1.5445839 shares of Tintic
Common Stock, with Kiwa surviving as Tintic's wholly-owned subsidiary. The
merger resulted in a change of control of Tintic, with former Kiwa shareholders
owning approximately 89% of Tintic on a fully diluted basis. A copy of the
Merger Agreement was filed as EXHIBIT A to the 13D. Prior to the Merger, the
Reporting Person held 750,000 shares of Kiwa, which were converted into
1,158,438 shares of Tintic Common Stock at the closing of the Merger. Of the
1,544,584 shares of Tintic Common Stock issued at the closing of the Merger,
408,432 were issued to Peace Land Venture Ltd. as custodian for the Reporting
Person. Peace Land Venture Ltd. has voting and investment power with respect to
those shares.
Subsequent to the Merger, Tintic changed its name to Kiwa Bio-Tech
Products Group Corporation and effected a 4-for-1 stock split. The 750,000
shares of Tintic Common Stock held by the Reporting Person were converted into
3,000,000 shares of the Common Stock. As of April 22, 2004, of the 3,000,000
shares of the Common Stock issued subsequent to the stock split, 2,250,000 were
issued to
Page 3 of 5
InvestLink (China) Limited, formerly known as Peace Land Venture Ltd., as
custodian for the Reporting Person.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person acquired his Common Stock pursuant to the Merger.
The Reporting Person has no plans or proposals which relate or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Act of 1933, as amended; or (j) any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person is the beneficial owner of 750,000 shares of the
Common Stock, or approximately 2.1% of the Common Stock based on a total of
34,930,248 shares of the Common Stock outstanding as of March 29, 2004.
(b) The Reporting Person has the sole power to vote or direct the vote and
dispose or direct the disposition of 750,000 shares of the Common Stock.
(c) Other than the transactions associated with the Merger and the stock
split outlined in this Information Statement, the Reporting Person has not
engaged in any transactions in the Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the person named in Item 2 and any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. The Power of Attorney is filed hereto as EXHIBIT A.
Page 4 of 5
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 26, 2004
/s/ James Nian Zhan
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James Nian Zhan, as attorney-in-fact for
Gui-sheng Chen
page 5 of 5
EXHIBIT A
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints James Nian Zhan as the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Tintic Gold Mining Company, a Utah
corporation (the "COMPANY"), Forms 3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the
rules thereunder and Schedules 13D and 13G in accordance with Regulation 13D of
the Exchange Act;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, or Schedule 13D or 13G, complete and execute any amendment or
amendments thereto, and timely file such form and schedules with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D of
the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D and
13G with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 18th day of March, 2004.
/s/ Gui-sheng Chen
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Signature
Gui-sheng Chen
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