The following biographical information is provided with respect to each director:

Wei Li

Yvonne Wang – Secretary

Ms. Wang became our Chief Executive OfficerSecretary in September 2005. From April 2003 to September 2005, served as an executive assistant and Chairmana manager of the Board on March 12, 2004.  Prior to the Tintic/Kiwa share exchange transaction, Mr. Li was the acting Chief Executive Officer of Kiwa BVI since January 1, 2004.  Mr. Li founded Kiwa BVI to capitalize on the growth of the ag-biotechnology industry in China.  Prior to founding Kiwa BVI, Mr. Li founded China Star Investment Group (“China Star”), an entity which provides integrated financing services and/or venture investments to growth businesses in China.  Mr. LiCompany’s U.S. office.  Ms. Wang served as President of China Star from June 1993 to January 2004.  In 1989, Mr. Li founded Xinhua International Market Development Ltd., a company which engagedconsultant for Mid-America Seeds & Agri-Services in investing in China’s high tech, pharmaceutical, medical device, media, entertainment and real estate industries.2014. Mr. Li holds a Bachelor of Science degree in financebusiness administration from Hunan Finance and Economics University. Mr.the University of PhoenixMr. Li has a wealth of experience in running businesses, in China, with broad management expertise and a knowledge and understanding of business issues, in China, and is able to provide the Board of Directors with his insights and experience in running businesses in China.

Xucheng HuJimmy Ji Zhou – Chief Executive Officer, President and Interim Chief Financial Officer

Mr. Zhou became our Chief Executive Officer, President and Interim Chief Financial Officeron July 1, 2015.  In 1992 Mr. Zhou served as a manager of an exclusive distributor of one of our directorsUS products in 2008.China. From 2000- 2004, Mr. HuZhou served as a financial advisors in AXA Advisors LLC. In 2007, Mr. Zhou travelled between China and USA as an investment banking consultant to coordinate processes between Chinese entrepreneurs and Wall-street investment bankers. In 2013, he led a professional team to develop an internet mall in USA for worldwide members. Mr. Zhou holds a degree from Shanghai International Studies University in China and is a Certified Estate Planner (CEP) and a Registered Financial Consultant (RFC) Mr. Zhou’s expertise in business consulting, management and investment banking will provide the Board of Directors with broad expertise in navigating international business transactions.

Lucy Li

From 2011- 2012, Ms. Li has been appointedserved as Executive Director of New Capital International Investment Limited since August 2003,an assistant project manager for SCHSAsia, a listedboutique business consulting firm specializing in events and project management for overseas company wishing to expand into the Asia Pacific arena. From 2012 until 2014, Ms. Li served as a campaigner for WildAid China Office, a non-profit organization with focus on the Hong Kong Stock Exchange.  Prior to this engagement, Mr. Hu acted as Executive Director of China Property Development (Holdings) Limitedraising public awareness on wildlife and Asia Director of ING Real Estate.  Over the past 10 years, he has been working with the Beijing International Trade Association and the Beijing International Trade Research Institute, during which period his responsibilities included performing financial and economic research and providing professional advice on Beijing municipal government's cross-provincial investments and foreign investments, participating in the decision-making process for granting export rights to Beijing government-owned enterprises, evaluating investment proposals as well as supervising sino-foreign investments in Beijing.climate change related issues. Mr. Hu graduated with a bachelor degree in commerce and economics from the Beijing Economics CollegeUniversity of Toronto in 1983. Mr. Xu’s experience working with public companies in China enables him to provide the Board with an understanding of the operation of other boards of directors.2011.

Qi Wang – Director and Vice President-Technical

Lianjun LuoMr. Wang became our directorVice President - Technical on March 27, 2004.  From January 2009 to present, Mr. Luo is a PartnerJuly 19, 2005 and was elected as one of Beijing Pucheng Law Office.  Mr. Luo severed as Chief Financial Officerour directors of the Company from March 12, 2004 to December 31, 2008.  Mr. Luo served as the Chief Financial Officer of Kiwa BVI from October 2002 to March 2004.  From January 2002 to October 2002, Mr. Luo served as the Chief Financial Officer of China Star.  From August 2000 to December 2001, Mr. Luo served as manager of the Security Department and as Assistant to the President at Jilin HengFa Group Ltd., a Chinese drug manufacturing company, responsible for the company’s preparation for an aborted IPO and for merger and acquisition activities.  From May 1998 to July 2000, Mr. Luo worked as manager of the Investment Department and Associate General Manager for Hongli Industry Co., Ltd., a Chinese investment company on merger and acquisition transactions.  Mr. Luo obtained his law degree from China University of Political Science and Law in 1993.  Mr. Luo is a certified public accountant and lawyer in China. Mr. Luo’s expertise in the fields of accounting and law enables him to provide the Company’s Board of Directors with insight and information related to the Company’s financial, accounting and SEC reporting issues.

Qi Wang became our Director on July 16,18, 2007. Mr. Wang has been aalso acted as director of Kiwa-CAU R&D Center since July 2006. Mr. Wang served as a Professor and Advisor for Ph.D. students in the Department of Plant Pathology, China Agricultural University (“CAU”) since January 2005. Prior to that, he served as an assistant professor and lecturer of CAU since June 1997. He obtained his mastersmaster degree and Ph.D. in agricultural science from CAU in July 1994 and July 1997, respectively. Mr. Wang received his bachelor’s degree of science from Inner Mongolia Agricultural University in July 1989. He is a committee member of various scientific institutes in China, including the National Research and Application Center for Increasing-Yield Bacteria, Chinese Society of Plant Pathology, Chinese Association of Animal Science and Veterinary Medicine. Prof.Mr. Wang’s unique expertise in the field of agriculture offers significant knowledge and experience to the Board of Directors when making critical operational decisions.

Yong Chang Wu

Mr. Wu has served in positions for the Doctor of Agriculture, Ministry of Science and rural information, the National Agricultural Science and Technology Park and the National Sustainable Development Experimental Zone, Hainan Technology 110 senior government adviser, Chinese Society for Sustainable Development of sustainable agriculture Professional Committee of the Secretary-General and China Agricultural Research Association. Mr. Wu has undertaken positions in sustainable agriculture and rural development (Sustainable Agriculture and Rural Development, SARD), food security and food safety, farming systems and other expert systems design and development work, research focuses on urban and rural planning and rural information technology projects. Mr. Wu has presided over 16 items of major national scientific and technological cooperation, research, support, “Spark Program” topics, won 4 of the provincial awards and provided design for over 20 of the modern agricultural park and regional development planning. 

Required Vote

At the Annual Meeting of Stockholders, the Company’s stockholders will elect as directors the nominees those who receive the highest number of stockholder votes. The persons elected as directors will serve until the following annual election of directors by the Company’s stockholders. In accordance with DGCL, abstentions will be counted for purposes of determining the presence or absence of a quorum, but broker non-votes will not. Abstentions and broker non-votes will not be counted for purposes of determining the number of shares represented and voted in the election of directors and, accordingly, will not effect the election of directors.

The Board of Directors recommends a vote FOR each Director Nominee to serve on the Board of Directors. Proxies received by the Board of Directors will be so voted unless stockholders specify in their proxy a contrary choice.

CORPORATE GOVERNANCE

Information Regarding the Board of Directors

During 2014, the Board of Directors was composed of four members, limited to, Wei Li, Lianjun Luo, Xucheng Hu and Qi Wang.  All corporate actions undertaken by the Board of Directors require the approval of a majority of the directors in attendance at a meeting at which a quorum is present.

Our Board of Directors did not have a meeting during 2014. We do not have a standing audit, nominating or compensation committee.  As a small, development-stage company, we believe that all of our directors acting together, as opposed to a subset of them acting by means of a committee, is the most efficient and effective framework for us to perform the functions otherwise associated with audit, nominating and compensation committees. 

Each member of our Board of Directors is expected to participate, either in person or via teleconference, in meetings of the Board of Directors, and to spend the time necessary to properly discharge such director’s respective duties and responsibilities.

Audit Committee Functions

Since we do not have an audit committee, the entire Board of Directors acts as the audit committee.  The Board has determined that at least one person on the Board, Lianjun Luo, qualifies as a “financial expert” as defined by Securities and Exchange Commission rules implementing Section 407 of the Sarbanes-Oxley Act. We do not currently have a written audit committee charter or similar document.

Based on the review and discussions the entire Board of Directors, acting as the audit committee, determined that the audited financial statements be included in the company's annual report on Form 10-K for the twelve months ended December 31, 2014.

Annual Meeting Attendance

All members of the Board of Directors are required to attend the Annual Meeting of Stockholders.

Family Relationships

ThereMs. Li, a current nominee to the Board of Directors, is the daughter of Mr. Wei Li, the former chief executive officer and current chairman of the board of the Company. Ms. Li has been nominated by the Board of Directors to serve as a member of the Board of Directors, subject to a plurality vote of the shareholders of the Company as of the Record Date at the Annual Meeting of the Stockholders. Except for Ms. Li, there are no family relationships among our directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past ten years:

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE NOMINEES NAMED IN THIS PROXY STATEMENT. THE FOUR INDIVIDUALS RECEIVING THE GREATEST NUMBER OF VOTES SHALL BE DEEMED ELECTED EVEN IF THEY DO NOT RECEIVE A MAJORITY VOTE.

Information Regarding the Board of Directors

During 2011, the Board of Directors was composed of four members including Messrs. Wei Li, Lianjun Luo, Xucheng Hu and Qi Wang.  All board actions require the approval of a majority of the directors in attendance at a meeting at which a quorum is present.

During fiscal year 2011, the Board of Directors had two meetings in total. All members of the Board of Directors attended all two meetings. The Company requires all members of the Board of Directors are to attend the annual meetings of stockholders. On December 16, 2011, all members of the Board of Directors attended the annual stockholders meeting for 2011.

We do not have a standing audit, nominating or compensation committee.  As a small, development-stage company, we believe that all of our directors acting together, as opposed to a subset of them acting by means of a committee, is the most efficient and effective framework for us to perform the functions otherwise associated with audit, nominating and compensation committees. 

Nominating Committee Functions

Since we do not have a nominating committee, all of the members of the Board of Directors participate in the consideration of director nominees. We do not currently have a written nominating committee charter or similar document. 

Process for Identifying and Evaluating Nominees for the Board of Directors

Since we do not have a nominating committee our Board of Directors acts as the nominating committee. Our Board of Directors may employ a variety of methods for identifying and evaluating director nominees.Director Nominees.  If vacancies are anticipated or arise, our Board of Directors considers various potential candidates which may come to our attention through current board members, professional search firms, stockholders or other persons.  These candidates may be evaluated by our Board of Directors at any time during the year.

Our Board of Directors considers candidates recommended by stockholders when the nominations are properly submitted as described in “Consideration“Consideration of Stockholder Recommendations”Recommendations” below.  Following verification of the stockholder status of persons proposing candidates, our Board of Directors will make an initial analysis of the qualifications of any candidate recommended by stockholders or others pursuant to the criteria summarized herein to determine whether the candidate is qualified for service on the board,Board of Directors, before deciding to undertake a complete evaluation of the candidate.  If our Board of Directors determines that additional consideration is warranted, it may use a third-party search firm to gather additional information about the prospective nominee’s background and experience.  Other than the verification of compliance with procedures and stockholder status, and the initial analysis performed before undertaking a complete evaluation, our Board of Directors will treat a potential candidate nominated by a stockholder like any other potential candidate.

In evaluating a director candidate, our Board of Directors will review his or her qualifications including capability, availability to serve, conflicts of interest, general understanding of business, understanding of the Company’s business and technology, educational and professional background, personal accomplishment and other relevant factors. Our Board of Directors has not established any specific qualification standards for director nominees, although from time to time the Board of Directors may identify certain skills or attributes as being particularly desirable to help meet specific needs that have arisen. Our Board of Directors may also interview prospective nominees in person or by telephone. After completing this evaluation, the Board of Directors will determine the nominees.

Consideration of Stockholder Recommendations

Our Board of Directors considerswill consider director candidates recommended by stockholders. Candidates recommended by stockholders are evaluated on the same basis as are candidates recommended by our Board of Directors.  Any stockholder wishing to recommend a candidate for nomination by the Board of Directors should provide the following information in a letter addressed to the Board in care of our Corporate Secretary: (i) the name and address of the stockholder recommending the person to be nominated; (ii) a representation that the stockholder is a holder of record of our stock, including the number of shares held and the period of holding; (iii) a description of all arrangements or understandings between the stockholder and the recommended nominee; (iv) information as to any plans or proposals of the type required to be disclosed in Schedule 13D and any proposals that the nominee proposes to bring to the Board of Directors if elected; (v) any other information regarding the recommended nominee that would be required to be included in a proxy statement filed pursuant to Regulation 14A pursuant to the Securities Exchange Act of 1934 and (vi) the consent of the recommended nominee to serve as a director if elected. Additional information may be requested to assist our Board of Directors in determining the eligibility of a proposed candidate to serve as a director. In addition, the notice must meet any other requirements contained in our bylaws.  Stockholders may nominate candidates directly by complying with our bylaws and applicable law, including the deadlines described under “Deadline to Propose Actions for Consideration or to Nominate Individuals to Serve as Directors”“Stockholder Proposals”, above. below.

Audit Committee Functions

During fiscal year 2011, the entire Board of Directors, acting as the audit committee, had reviewed and discussed the audited financial statements with management.

The entire Board of Directors, acting as the audit committee, had also discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The entire Board of Directors, acting as the audit committee, had also received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant's independence.

Based on the review and discussions the entire Board of Directors, acting as the audit committee, recommended to the board of directors that the audited financial statements be included in the company's annual report on Form 10-K for the twelve months ended December 31, 2011.

Our Board of Directors during 2011 consisted of Mr. Wei Li, Mr. Lianjun Luo, Mr. Xucheng Hu and Prof. Qi Wang.

Independence of the Board of Directors

Our Board of Directors is currently comprised of four members. Wei Li, Lianjun Luo and Qi Wang do not qualify as independent directors in accordance with the published listing requirementsdirector independence standards set forth in Rule 4200(a)(15) of the Market Place Rules of the Nasdaq CapitalStock Market. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. Our directors hold office until their successors have been elected and qualified or their earlier death, resignation or removal.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all employees, consultants and members of the Board of Directors, including the Chief Executive Officer, Chief Financial Officer and Secretary.  This code embodies our commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules and regulations. We will provide any stockholder a copy of the code, without charge, upon written request to our Secretary. 

Stockholder Communications with Board of Directors

Any stockholder or interested party who wishes to communicate with our Board of Directors or any specific directors may write to Kiwa Bio-Tech Products Group Corporation, Board of Directors, 310 North Indian Hill Blvd., Suite 702, Claremont, California 91711-4611.

The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication”“Stockholder-Board Communication” or “Stockholder-Director Communication.“Stockholder-Director Communication”.  All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the boardBoard of Directors or certain specified individual directors.  We will receive and make copies of all such letters and circulate them to the appropriate director or directors.

Compensation of Directors for 2011

We currently have no policy in effect for providing compensation to our directors for their services on our Board of Directors. In fiscal 2011,2014, we did not provide any compensation to our directors for their service on our Board of Directors. In 2014 Mr. Wei, Li is alsoat the time serving as an executive officer of the Company, and hisreceived compensation was provided for his service as an employee of the Company.

Board Leadership Structure and Role in Risk Oversight

Mr. Wei Li serves as both our Chairman of the Board and Chief Executive Officer. The Board has determined that the most effective leadership structure for our Company at this time is for Mr. Li to serve as both Chairman of the Board and Chief Executive Officer. Mr. Li is ultimately responsible for the day-to-day operations of our Company and for execution of our business strategy. Accordingly, the Board believes that Mr. Li’s in-depth knowledge of Company operations and performance, as well as the challenges faced by our Company, best positions him to identify the strategic issues and risks to be considered by the Board, and his leadership on the Board enhances communications between management and the Board. The Board retains the authority to modify this structure to best address our Company’s needs, as and when appropriate.

We administer our risk oversight function through our Board of Directors. Our Board of Directors is empowered to appoint and oversee our independent registered public accounting firm, monitor the integrity of our financial reporting processes and systems of internal controls and provide an avenue of communication among our independent auditors, management and our Board.Board of Directors.

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITOR

AuditBoard Leadership Structure and Other Fees

Audit Fees

Paritz & Company, P.A. audited our financial statements for year-end 2011,Departure of Directors and reviewed our quarterly reports on Form 10-Q for the three months ended September 30, 2011 and June 30, 2011. Since we do not have a formal audit committee, our board of directors approved the engagement of Paritz & Company, P.A. before engaging its services. All of the services described below were approved by our board of directors prior to performance of such services.Officers

The aggregate audit fees for 2011 paid and payable to Paritz & Company, P.A. were approximately $67,000. The amounts include fees for professional services rendered by Paritz & Company, P.A. in connection with: (1)Board has determined that, at least through the auditdate of our consolidated financial statementsAnnual Meeting, the most effective leadership structure for our Company is for Mr. Li to serve and remain as our Chairman.

On October 2, 2015 the 2011 fiscal year;Board determined that at such time that either, (i) the nominated directors, set forth in Proposal 2, or (ii) any individuals proposed by the Company stockholders for nomination and (2) reviewsinclusion in the Company’s proxy statement are elected by a plurality vote at the Annual Meeting of our quarterly reportsStockholders to serve on the Form 10-Q forCompany Board, Mr. Wei Li, Xucheng Hu and Lianjun Luo will formally tender their resignations and resign from the second and third quartersBoard of 2011.Directors.

Crowe Horwath (HK) CPA Limited (“Crowe Horwath”) auditedOn July 1, 2015, Mr. Li, formally our financial statements for year-end 2010,President, Chief Executive Officer and reviewedChief Operating Officer, and Mr. Steven Ning Ma, formally our quarterly reports on Form 10-Q for the three months ended March 31, 2011, September 30, 2010 and June 30, 2010.

The aggregate review fees for 2011 paid to Crowe Horwath were approximately $13,000, which were fees for professional services rendered by Crowe Horwath in connection with review of our quarterly reports on the Form 10-Q for the first quarter of 2011.

The aggregate audit fees for 2010 paid and payable to Crowe Horwath were approximately $88,000. The amounts include: (1) fees for professional services rendered by Crowe Horwath in connectionChief Financial Officer, resigned from their respective executive positions. Coinciding with the audit of our consolidated financial statements for the 2010 fiscal year; (2) reviews of our quarterly reports on the Form 10-Q for the second and third quarters of 2010 and (3) fees for professional services rendered by AGCA, Inc. (“AGCA”) in connection with the review of quarterly report on the Form 10-Q for the first quarter of 2010.

AGCA reviewed our quarterly financial statements for the first quarter of 2010.

The aggregate review fees for 2010 paid to AGCA were approximately $12,000. The 2010 amount includes fees for the review of our quarterly report on the Form 10-Q for the first quarter of 2010.

Audit-Related Fees

Audit-related fees for 2011 and 2010 were $nil.

Tax Fees

Tax service fees billed by a tax consultant for 2011 and 2010 were $4,500 in each year.

All Other Fees

During 2010, AGCA, Inc. has charged the Company $8,500 for reissuance of audit report for fiscal year ended December 31, 2009.

Ratification of Selection of Independent Auditor

The Company has engaged Paritz & Company, P.A. as its new independent registered public accounting firm. The decision to engage Paritz & Company, P.A. was approved byforegoing resignations, the Board of Directors on June 16, 2011. The Company signedhired and appointed Jimmy Ji Zhou to serve as the engagement letter on June 16, 2011.Company’s President, Chief Executive Officer and interim Chief Financial Officer.

Paritz & Company, P.A. audited our financial statements for year-end 2011. Paritz & Company, P.A. also reviewed our quarterly report on Form 10-QMr. Zhou is ultimately responsible for the three months ended March 31, 2012day-to-day operations of our Company and for execution of our quarterly report on Form 10-Q forbusiness strategy. Accordingly, the three monthsBoard believes that Mr. Zhou’s in-depth knowledge of Company operations and six months ended June 30, 2012.

We do not expect representatives of Paritz &performance, as well as the challenges faced by our Company, P.A.best positions him to identify the strategic issues and risks to be present at the annual meeting.

Under the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission regarding auditor independence, the engagement of the company’s independent accountant to provide audit or non-audit services for the company must either be approved by the audit committee before the engagement or entered into pursuant to pre-approval policies and procedures established by the audit committee.  Our Board of Directors (functioning as the audit committee) has not established any pre-approval policies or procedures and therefore all audit or non-audit services performed for the company by the independent accountant must be approved in advance of the engagementconsidered by the Board of Directors. Under limited circumstances, certain de minimis non-audit servicesThe Board retains the authority to modify this structure to best address our Company’s needs, as and when appropriate.

Related Person Transaction Approval Policy

While we have no written policy regarding approval of transactions between us and a related person, our Board of Directors, as matter of appropriate corporate governance, reviews and approves all such transactions to the extent required by applicable rules and regulations. Generally, management would present any related person transactions proposed to be entered into by us to the Board of Directors for approval. The Board of Directors may approve the transaction if it is deemed to be in the best interests of our stockholders and the Company.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all employees, consultants and members of the Board of Directors, including the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Secretary.  This code embodies our commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules and regulations. We will provide any stockholder a copy of the code, without charge, upon written request to our Secretary.

GRANT THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO AMEND
 THE COMPANY’S CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT OF THE COMPANY’S COMMON STOCK

(Item 2)

General

On October 2, 2015 our Board approved the amendment to Article 4 of our Certificate of Incorporation to effect a Reverse Split of our Common Stock at a ratio of one-for-two hundred (1:200) with such Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion. The Board has directed that the Certificate of Amendment be presented to the stockholders for their approval at the Annual Meeting of Stockholders.

Pursuant to the Reverse Split, our outstanding shares of Common Stock at the Effective Time of the Reverse Split will be converted at a reverse stock split ratio of one-for-two hundred (1:200), pursuant to which the 400,000,000 outstanding shares of our Common Stock will be reduced to and converted into 2,000,000 shares of outstanding Common Stock at the Effective Time (defined below) of the Reverse Split. As permitted under DGCL, shares of Common Stock that would be converted into less than one share in the Reverse Split will instead, at the Company’s election, be converted into either of the following: (i) the right to receive a cash payment equal to the product of such fraction multiplied by the fair market value (as determined by the Board of Directors retroactively.  All services providedDirectors) of one share of Common Stock, as of the Effective Time (after giving effect to the company byforegoing Reverse Stock Split), or (ii) the independent accountantsright to receive a scrip or warrant in fiscal 2011 were approved in advanceregistered form to purchase our Common Stock which shall enable the holder thereof to receive a full share upon the surrender of the engagement by thesuch scrip or warrants aggregating a full share.

Our Board of Directors has the discretion to determine if and no non-audit services werewhen to effect the Reverse Split and may abandon the Reverse Split even if approved retroactively by our stockholders. We expect to consummate the Board of Directors pursuant toReverse Split and as soon as practicable, after (i) receiving the exception for certain de minimis services described above.

The affirmative vote of a majority of the shares representedof our Common Stock issued and outstanding as of the Annual Meeting of Shareholders, and (ii) receiving approval of the Reverse Split from FINRA.

The Reverse Split will only become effective upon the accepted filing date of the Certificate of Amendment with the Delaware Secretary of State and the Company’s receipt of the requisite approval of the Reverse Split from FINRA (the “Effective Time”). The form of the proposed Certificate of Amendment to effect the Reverse Split is included asAppendix A to this Proxy Statement. The following discussion is qualified in its entirety by the full text of the Certificate of Amendment.

The Reverse Split shall be effected for Common Stock on a stock certificate by stock certificate basis, such that any fractional shares of Common Stock, resulting from the Reverse Split and held by a single record holder shall be aggregated. No fractional shares of Common Stock shall be issued upon the combination of any such shares in the Reverse Split. If the Reverse Split would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, at the meeting is required for the ratificationCompany’s election, be converted into either of the selection and appointmentfollowing: (i) the right to receive a cash payment equal to the product of such fraction multiplied by the fair market value (as determined by the Board of DirectorsDirectors) of Paritz & Company, P.A.one share of Common Stock, as of the Company’s independent auditor forEffective Time (after giving effect to the fiscal year ended December 31, 2012.foregoing Reverse Stock Split), rounded up to the nearest whole cent or one share of Common Stock, or (ii) the right to receive a scrip or warrant in registered form to purchase our Common Stock which shall enable the holder thereof to receive a full share upon the surrender of such scrip or warrants aggregating a full share.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
THE RATIFICATION OF THE SELECTION AND APPOINTMENT OFPARITZ &
COMPANY, P.A. AS INDEPENDENT AUDITORS OF THE COMPANY.The Reverse Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Company or its transfer agent.

The 400,000,000 authorized shares of our common stock, $0.001 par value per share (the “Common Stock”) and 20,000,000 authorized shares of our preferred stock, $0.001 par value per share (the “Preferred Stock”), and the $0.001 par value of each share of our Common Stock and Preferred Stock will not be effected as a result of the Reverse Split.

PROPOSAL 3: APPROVAL OF INCREASE IN AUTHORIZED SHARES OF COMMON STOCKPurpose of the Reverse Split

We are currently authorized underThe principal effect of the Reverse Split would be to decrease the number of outstanding shares of our Amended CertificateCommon Stock. See “Potential Disadvantage of IncorporationReverse Split” below. Except for de minimus adjustments that may result from the treatment of fractional shares as described below, the Reverse Split will not have any dilutive effect on our stockholders since each stockholder would hold the same percentage of our Common Stock outstanding immediately following the Reverse Split as such stockholder held immediately prior to issuethe Reverse Split. The relative voting and other rights that accompany the shares of Common Stock would not be effected by the Reverse Split. The table below sets forth the number of shares of our Common Stock outstanding before and after the Reverse Split based on 400,000,000 shares of common stock and 20,000,000Common Stock outstanding as of the Record Date.

Although the Reverse Split will not have any dilutive effect on our stockholders, the proportion of shares of preferred stock.  Our Board of Directors proposesowned by our stockholders relative to increase the number of shares authorized shares of common stock to 800,000,000 shares.   The proposed certificate of amendment (the "Certificate of Amendment")for issuance will amenddecrease because the Company’s Amended Certificate of Incorporation to increaseReverse Split does not change the number of authorized shares of common stock, from 400,000,000 shares to 800,000,000 shares.  The Certificate of Amendment will not affect thecurrent authorized number of shares of preferredcapital stock which will remain at 20,000,000.

The additionalfrom 420,000,000 shares, consisting of 400,000,000 shares of common stock that weCommon Stock and 20,000,000 shares of Preferred Stock. There are seeking authorization forcurrently no shares of Preferred Stock issued and outstanding. The authorized shares of Preferred Stock may be used for various purposes, including, without limitation, raising capital, providing equity incentives to employees, officers or directors, effecting stock dividends, establishing strategic relationships with other companies and expanding our business through the acquisition of other businesses or products. Pursuant to the Reverse Split and the subsequent reduction in the number of outstanding shares of our Common Stock, our Board of Directors believe that the availability of authorized capital stock as a result of the Certificate of Amendment will support our projected capital requirements and provide flexibility in raising capital, providing equity incentives to employees, officers or directors, effecting stock dividends and expanding our business through the acquisition of other businesses or products. As a result, the number of shares of authorized Common Stock should be maintained at 400,000,000 shares and the number of shares of authorized Preferred Shares should remain at 20,000,000 shares.

Reasons for the Reverse Split

The Board’s primary objectives in proposing the Reverse Split is to decrease the number of outstanding shares of our Common Stock and provide the Board with the availability of authorized Common Stock to provide flexibility to effect, among other transactions, public or private refinancings, acquisitions, stock dividends, stock splits and the granting of equity incentive awards, if necessary or upon action of the Board. Neither our Board nor the Company currently has intentions of going private.  The Reverse Split is not intended to be a first step in a going private transaction, and will not have the effect of a going private transaction covered by Rule 13e-3 under the Exchange Act. As of the Record Date we have 435 shareholders of record of our Common Stock. We are seeking authority to effect the Reverse Split at a ratio of one-for- two hundred (1:200), to be effected at such corporate purposestime and date, if at all, as determined by the Board in its sole discretion.

Upon receiving stockholder approval by a majority of the shares of our Common Stock issued and outstanding as of the Record Date, the Board may, in its sole discretion, file the Certificate of Amendment with the Secretary of State of the State of Delaware and submit an issuer notification form with FINRA requesting approval of the Reverse Split.

Our Board also has confidence that the Reverse Split and any resulting increase in the per share price of our Common Stock should enhance the acceptability and marketability of our Common Stock to the financial community and investing public. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential buyers of our Common Stock. Additionally, analysts at many brokerage firms are reluctant to recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks. Brokerage houses frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks. Further, because brokers’ commissions on lower-priced stock generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in lower-priced stocks pay transaction costs which are a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase our Common Stock.

Potential Disadvantages of the Reverse Split

We cannot assure you that the Board of Directors will ultimately determine to effect the Reverse Split or, if effected, that the Reverse Split will have any of the desired effects described in “Reasons for the Reverse Split” or“Purpose of the Reverse Split” above. More specifically, we cannot assure you that after the Reverse Split the market price of our Common Stock will increase proportionately to reflect the ratio for the Reverse Split, that the market price of our Common Stock will not decrease to its pre-split level, or that our market capitalization will be equal to the market capitalization before the Reverse Split.

As noted above, the primary purpose of the Reverse Split is to decrease the number of outstanding shares of our Common Stock and provide the Board of Directors with the availability of authorized Common Stock to provide flexibility to effect, among other transactions, public or private refinancings, acquisitions, stock dividends, stock splits and the granting of equity incentive awards, if necessary. While we expect that the reduction in the number of outstanding shares of Common Stock will increase the market price of our Common Stock, we cannot assure you that the Reverse Split will increase the market price of our Common Stock by an equivalent multiple, or result in any permanent increase in the market price of our Common Stock. In the event that the Board of Directors issues shares of Common Stock in the future, we cannot assure you that any such issuances of our Common Stock will not reduce the per share price of our Common Stock.

The price of our Common Stock is dependent upon many factors, including our business and financial performance, general market conditions and prospects for future success. If the per share market price does not increase proportionately as a result of the Reverse Split, then the value of our Company as measured by our market capitalization will be reduced, perhaps significantly.

Effecting the Reverse Split

Upon receipt of stockholder approval for the Certificate of Amendment, if our Board of Directors conclude that it is in the best interests of our Company and our stockholders to effect the Reverse Split, the Certificate of Amendment will be filed with the Secretary of State of the State of Delaware and the Company will submit an issuer notification form with FINRA requesting approval of the Reverse Split. The actual timing of the filing of the Amendment with the Secretary of State of the State of Delaware to effect the Reverse Split with the State of Delaware and the submission of an issuer notification form with FINRA requesting approval of the Reverse Split to effect the Reverse Split on the OTC Capital Markets will be determined by our Board of Directors. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may determinebe abandoned at any time prior to the filing of the Certificate of Amendment or the submitting the issuer notification form with FINRA, without further action by our stockholders. The Reverse Split will be effective as of the Effective Time (defined above).

At the Effective Time and, without further action on our part or our stockholders, the outstanding shares of Common Stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of Common Stock based on a Reverse Split ratio.

Effect on Outstanding Shares, Options and Certain Other Securities

Common Stock

Our Common Stock is currently registered under Section 12(g) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. We do not expect the Reverse Split to effect the registration of our Common Stock under the Exchange Act. Our Common Stock is currently quoted under the symbol “KWBT” in the over-the-counter markets, including the OTC Markets Group Pink Limited Information Tier. The Reverse Split will not be implemented until we receive the requisite approval from time to time toFINRA.

If the Reverse Split is implemented, the number of shares our Common Stock owned by each stockholder will be necessary or desirable.  These purposesreduced in the same proportion as the reduction in the total number of shares outstanding, such that the percentage of our Common Stock owned by each stockholder will remain unchanged except for any de minimus change resulting from cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Split. The number of shares of our Common Stock that may include, without limitation: issuing shares upon conversion of convertible securities orbe purchased upon exercise of outstanding warrants, raising capital through the sale of common stock; acquiringoptions or other businesses in exchangesecurities convertible into, or exercisable or exchangeable for, shares of common stock;our Common Stock, and attractingthe exercise or conversion prices for these securities, will also be ratably adjusted in accordance with their terms as of the Effective Time.

The following table depicts the prospective effects of the Reverse Split on the number of shares of our Common Stock outstanding, the number of shares of our Common Stock reserved for future issuance and retaining employeesthe number of authorized but unissued and unreserved shares of our Common Stock that would be available for issuance after the Reverse Split. As discussed above, the number of shares of our Common Stock authorized for issuance under our Certificate of Incorporation would remain uneffected by the issuance of additional securities under the Stock Plan and other employee equity compensation arrangements.  One of the reasons that we are seeking an increase in our authorized shares is to maintain sufficient shares to meet the reserve requirements of our 6% Secured Convertible Notes (sometimes referred to as the “6% Notes”).  The Company intends to create a reserve for the potential issuance of shares for the 6% Secured Convertible Notes.  For this purpose, the Company expects to reserve 390,000,000 shares of common stock.Reverse Split.

Convertible Securities Purchase Agreement entered into on

On June 29, 2006, we entered into a securities purchase agreement with six institutional investors we issued(the “Securities Purchase Agreement”) for the issuance and soldsale of 6% Secured Convertible Notes,secured convertible notes, due three years from the date of issuance, in the aggregate principal amount of U.S. $2,450,000 (the “6% Notes”), convertible into shares of ourthe Company’s common stock, and Warrants to purchase 12,250,000 shares of our common stock.  As of June 30, 2009, six investors converted principal in the aggregate amount of $931,829 into 318,398,409 shares of our common stock and the remaining outstanding principal balance was $1,518,171.

On January 31, 2008, the Company entered into three Callable Secured Convertible Notes Agreements (“2% Notes” and together withThe conversion price of the 6% Notes the “Convertible Notes”) with four of the Company’s 6% Notes purchasers converting their unpaid interest of $112,917 in total, into an equal principal amount of 2% Notes, which matured on January 31, 2011. Other terms of the 2% Notes are similar to the 6% Notes. To date, no principal of the 2% Notes has been converted. The outstanding principal balance on the 2% Notes was $112,917 as of December 31, 2011. On January 31, 2011, the 2% Notes came due and the Company failed to pay any of the outstanding balance.  Thus, the 2% Notes are in default.

The remaining outstanding principal amount of the Convertible Notes is convertible into shares of our common stock pursuant to a conversion price that is based on ana 40% discount to the average of the trading price of our common stock on the OTC Bulletin Board discounted by 40%.Common Stock over a 20-day trading period. The conversion price mayis also be adjusted for certain subsequent issuances of anyequity securities of our equity securitiesthe Company at prices below the conversion price then in effect. The Convertible6% Notes contain a volume limitation that prohibits the holder from further converting further Convertiblethe 6% Notes if doing so would cause the holder and its affiliates to hold more than 4.99% of ourthe Company’s outstanding common stock. In addition, each holder of the 6% Notes agrees that they may not convert more than their pro-rata share (based on original principal amount) of the greater of $120,000 principal amount of the 6% Notes per calendar month or the average daily dollar volume calculated during the 10 business days prior to a conversion, per conversion. This conversion limit has since been eliminated pursuant to an agreement by the Company and the purchasers.

Pursuant to the 6% Notes, the Company entered into a settlement agreement and release with four of the purchasers of the Company’s 6% Notes and outstanding 2% Notes. Pursuant to the terms of the Release, the Company paid four of the Purchasers $75,000 for a full release, including the forgiveness of past defaults of unpaid principal amounts, interest and penalties.

As of December 31, 2014, 2% Notes have been fully settled. As of December 31, 2014, principal amount of 6% Notes outstanding was $150,250; interest amount outstanding was $138,224; amount of standard liquidation damages was $332,600.

The 6% Notes shall be subject to equitable adjustments for the Reverse Split, if applicable, whereby the conversion price shall be calculated at a variable conversion price by applying the market price, as determined by the average of the lowest three (3) trading prices for our Common Stock during a twenty (20) trading day period ending one trading day prior to the date the conversion notice. While it is expected that the reduction in the number of outstanding shares of Common Stock will increase the market price of our Common Stock, as stated in “Purpose of the Reverse Split” above, thereby impacting the variable conversion price of the 6% Notes, we cannot assure that the Reverse Split will have such effect or subsequently increase the market price of our Common Stock by an equivalent multiple, result in any permanent increase in the market price of our Common Stock, or adjust the variable conversion price of the 6% Notes.

Options and Warrants

We currently have outstanding options to purchase an aggregate of 1,232,600 shares of our Common Stock at an exercise price of the Warrants is $0.45$0.175 per share, subject to anti-dilution adjustments pursuant to a broad-based weighted average formula for subsequent issuesadjustments.

There are 3,047,907 underlying shares of our equity securities belowCommon Stock required to be reserved for issuance upon the trading priceexercise of options and other stock awards under the shares.Plan. See “2004 Stock Incentive Plan” below.

The Purchase Agreement requires us to maintain a reserve of authorized common stock equal to 110% ofIf the Reverse Split is implemented, the number of shares issuable upon full conversionof Common Stock reserved for issuance of options and other stock awards under the Plan will be reduced from 3,047,907 to approximately 15,240 shares reserved for issuance of options and other stock awards under the Plan.

We currently have no warrants outstanding.

Exchange of Stock Certificates

As of the Convertible NotesRecord Date, we had 435 holders of record of our Common Stock (although we have significantly more beneficial holders). We do not expect the Reverse Split to result in a significant reduction in the number of record holders. We presently do not intend to seek any change in our status as a reporting company for federal securities law purposes, either before or after the Reverse Split, except to have our Common Stock moved from a registration pursuant to Section 12(g) to Section 12(b) under the Exchange Act.

On or after the Effective Time, we will mail a letter of transmittal to each stockholder. Each stockholder will be able to obtain a certificate evidencing his, her or its post-Reverse Split shares only by sending Fidelity Transfer Company, as our transfer agent, the stockholder’s old stock certificate(s), together with the properly executed and exercisecompleted letter of transmittal and such evidence of ownership of the Warrants.shares as we may require. Stockholders will not receive certificates for post-Reverse Split shares unless and until their old certificates are surrendered. Stockholders should not forward their certificates to the exchange agent until they receive the letter of transmittal, and they should only send in their certificates with the letter of transmittal. The Purchase Agreement also imposes financial penalties ifexchange agent will send each stockholder a new stock certificate after receipt of that stockholder’s properly completed letter of transmittal and old stock certificate(s).

Stockholders who hold shares in street name through a nominee (such as a bank or broker) will be treated in the same manner as stockholders whose shares are registered in their names, and nominees will be instructed to effect the Reverse Split for their beneficial holders. However, nominees may have different procedures and stockholders holding shares in street name should contact their nominees. Stockholders will not have to pay any service charges in connection with the exchange of their certificates.

Authorized Shares

If and when our Board elects to effect the Reverse Split, the authorized number of shares of common stock is insufficient to satisfy the reserve requirements.  The Convertible Notes and the Warrants also impose financial penalties on us if we fail to timely deliver common stock upon conversion of the Convertible Notes and exercise of the Warrants, respectively.

Because the Conversion Price of the Convertible Notesour Common Stock will remain at any point in time is based on the trading price of our common stock, it is not possible to calculate the exact number of shares issuable upon conversion of the Convertible Notes in the future.  For illustration purposes, the conversion price of the Convertible Notes calculated for September 30, 2012 was $0.002.  The outstanding balance of principal of 6% Notes on the same date was $1,518,171.  At that conversion price the Convertible Notes outstanding as of September 30, 2012 could be converted into 759,085,500 shares of common stock.  As of September 30, 2012,400,000,000. Accordingly, there were 400,000,000 shares of common stock issued and outstanding, and in addition to the Warrants, there are outstanding options, rights or warrants, convertible loans and stock subscription and other stock commitments issuable for approximately 822,961,800 shares of common stock. (The conversion or exercise terms of some of these securities are based on the Company's stock price, and therefore the exact number of shares issuable pursuant to those securities varies from day to day.)

If the Certificate of Amendment is approved, the Board of Directors will have the authority to issue additional shares of common stock up to the 800,000,000 authorized amount without further stockholder approval, except as may be required for a particular transaction by applicable law, regulatory agencies or any other rules to which we may be subject.

Our Board of Directors believes that the authorized number of shares of common stock should be increased to provide the Board of Directors with the ability to issue additional shares of common stock to satisfy our contractual obligations.  Even if the shareholders approve the increase in the number of authorized shares from 400,000,000 to 800,000,000, it still may not be sufficient to allow holders of Convertible Notes to convert the outstanding principal balance into shares of our common stock if the share price of our common stock remains low.

In addition to the foregoing, 3,047,907 shares are expected to be reserved for issuance pursuant to our 2004 Stock Incentive Plan and 6,952,093 shares of common stock are expected to be reserved for other general corporate purposes. 

The authorization of the additional shares of common stock by this proposal would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, but, to the extent that the additional authorized shares are issued in the future, it will decrease existing stockholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to existing stockholders and have a negative effect on the trading price of our common stock.  Because the common stock issuable in conjunction with the Convertible Notes is based on a discount to the trading price, all common stock issued upon conversion of the Convertible Notes will be dilutive to existing stockholders on a market capitalization basis.  Under the Amended Certificate of Incorporation, stockholders do not have preemptive rights with respect to the issuance of shares of common stock, which means that current stockholders do not have a prior right to purchase any new issue of common stock in order to maintain their proportionate ownership of common stock. 

OTHER CONSIDERATIONS

The increaseno reduction in the number of authorized shares of commonour Common Stock in proportion to the Reverse Split ratio. As a result, the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance will decrease and the additional authorized shares of Common Stock will be available for issuance at such times and for such purposes as our Board may deem advisable without further action by our stockholders, except as required by applicable laws and regulations.

The Reverse Split will have no effect on our authorized Preferred Stock because there are no shares of Preferred Stock currently outstanding.

Anti-Takeover and Dilutive Effects

The purpose of maintaining our authorized Common Stock at 400,000,000 after the Reverse Split is to facilitate our ability to raise additional capital to support our operations, not to establish any barriers to a change of control or acquisition of our Company. The shares of Common Stock that are authorized but unissued provide our Board with flexibility to effect, among other transactions, public or private refinancings, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by our Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Reverse Split would give our Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or the rules of the applicable Exchange. The Reverse Split is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does our Board have any present intent to use the authorized but unissued Common Stock to impede a takeover attempt. There are no plans or proposals to adopt other provisions or enter into any arrangements that have material anti-takeover effects.

In addition, the issuance of additional shares of Common Stock for any of the corporate purposes listed above could have unintended effects.  For example, ifa dilutive effect on earnings per share and the book or market value of our outstanding Common Stock, depending on the circumstances, and would likely dilute a stockholder’s percentage voting power in us. Holders of our Common Stock are not entitled to preemptive rights or other protections against dilution. Our Board intends to take these factors into account before authorizing any new issuance of shares.

Accounting Consequences

As of the Effective Time, the stated capital attributable to Common Stock on our balance sheet will be reduced proportionately based on the Reverse Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of our Common Stock outstanding.

Federal Income Tax Consequences

The following summary describes certain material U.S. federal income tax consequences of the Reverse Split to holders of our Common Stock. This summary addresses the tax consequences only to a beneficial owner of our Common Stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our Common Stock (a “U.S. holder”). This summary does not address all of the tax consequences that may be relevant to any particular stockholder, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to persons that may be subject to special treatment under U.S. federal income tax law or persons that do not hold our Common Stock as “capital assets” (generally, property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Split.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Split.

Each stockholder should consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the Reverse Split.

The Reverse Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized by a U.S. holder upon the Reverse Split. Accordingly, the aggregate tax basis in the Common Stock received pursuant to the Reverse Split should equal the aggregate tax basis in the Common Stock surrendered and the holding period for the Common Stock received should include the holding period for the Common Stock surrendered.

No Appraisal Rights

Under the DGCL, our stockholders are not entitled to appraisal rights with respect to the Reverse Split, and we will not independently provide our stockholders with any such rights.

Text of Proposed Amendment; Effectiveness

The text of the proposed Certificate of Amendment is set forth in Appendix A to this Proxy Statement. If and when effected by our Board of Directors, issues additional shares inwill become effective at the future, such issuance could dilute the stock ownership and voting powerEffective Time.

Required Vote

Approval of or increase the cost to, a person seeking to obtain control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or other extraordinary transaction.  To the extent that it impedes any such attempts, the Certificate of Amendment may serve to perpetuate our management.  The Certificate of Amendment is not being proposed in response to any known effort or threat to acquire control ofrequires the Company and is not part of a plan by management to adopt a series of amendments to the Amended Certificate of Incorporation and our bylaws that would thwart such efforts.

The affirmative vote of holders of a majority of the issued and outstanding shares of common stock entitled toCommon Stock voting as one class. Abstentions are considered present for purposes of establishing a quorum but will count as a vote thereon atagainst the annual meetingCertificate of Amendment.

Financial Information

Our audited consolidated financial statements and accompanying notes filed with our Annual Report on Form 10-K for the year ended December 31, 2014, as amended (our “Annual Report”), are incorporated herein by reference.

Our unaudited condensed consolidated interim financial statements and accompanying notes filed with our Quarterly Report on Form 10-Q for the period ended March 31, 2015 (our “Quarterly Report”), are incorporated herein by reference.

Item 7 of Part II of our Annual Report “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is required forincorporated herein by reference.

Item 2 of Part I of our Quarterly Report “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference.

The Board of Directors unanimously recommends a vote “FOR” the approval, of the Certificate of Amendment, as disclosed in this proxy statement.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

(Item 3)

The Board of Directors have selected Paritz & Company, P.A., as our independent registered public accounting firm for the fiscal year ending December 31, 2015 and has further directed that the appointment of Paritz & Company, P.A., as our independent registered public accounting firm be submitted to increaseour stockholders for ratification at the numberAnnual Meeting of authorized sharesStockholders.

The appointment of common stockParitz & Company, P.A., to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2015 was approved in August 2015 by unanimous written consent of the Company from 400,000,000 to 800,000,000.Board of Directors.

THE BOARD OF DIRECTORS HAS APPROVED AND RECOMMENDS THAT YOU VOTE
"FOR" THE APPROVAL OF THE CERTIFICATE OF AMENDMENT TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY.Neither our by-laws nor any other governing document or law require stockholder ratification of the appointment of Paritz & Company, P.A., as our independent registered public accounting firm. However, the appointment of Paritz & Company, P.A., is being submitted to our stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Board of Directors will reconsider whether or not to retain Paritz & Company, P.A. Even if the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of our stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTPrincipal Accounting Audit Fees and Services

Paritz & Company, P.A., audited our financial statements for year-end 2014, and reviewed our quarterly reports on Form 10-Q. Since we do not have a formal audit committee, our Board of Directors approved the engagement of Paritz & Company, P.A., before engaging its services. All of the services described below were approved by our Board prior to performance of such services.

The aggregate audit fees for 2014 and 2013 paid and payable to Paritz & Company, P.A., were approximately $32,000 and $40,000, respectively. The amounts include fees for professional services rendered by Paritz & Company, P.A., in connection with: (1) the audit of our consolidated financial statements; and (2) reviews of our quarterly reports on the Form 10-Q.

The following table sets forth asshows the fees billed by Paritz & Company, P.A., for audit and other services provided for the fiscal year ended December 31, 2014. All of September 30, 2012 certain informationthe services described in the following fee table were approved in conformity with respectthe audit committee’s pre-approval process.

(1)   Audit Services – This category includes the audit of the Company’s annual financial statements and services that are normally provided by independent auditors in connection with the engagement for fiscal years.

(2)   Audit Related Services – This category consists of fees reasonably related to the beneficialperformance of the audit or review of the Company’s financial statements that are not reported as “Audit Fees.”

(3)   Tax Services – This category consists of tax compliance, tax advice and tax planning work.

(4)   All Other Fees – This category consists of fees for other miscellaneous items.

Required Vote

Ratification of the appointment of the independent auditors requires the affirmative vote of the holders of a majority of the shares of Common Stock present or represented by proxy and entitled to vote on such matter at the Annual Meeting of Stockholders.

Auditors’ Attendance at the Annual Meeting

A representative of Paritz & Company, P.A., the independent auditor of the Company for the year ending December 31, 2015, is expected to be present at the Annual Meeting of the Stockholders. The representative will be given the opportunity to make a statement at the Annual Meeting of Stockholders and is expected to be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR this proposal. Proxies received by the Board of Directors will be so voted unless stockholders specify in their proxy a contrary choice.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes in ownership of our common stock by (i) each of our directors andCommon Stock with the SEC. Directors, executive officers (ii) each person who is known byand ten percent stockholders are also required to furnish us to beneficially own more than 5%with copies of our outstanding common stock, and (iii) all of our directors and executive officers as a group.  Percentage ownership is calculated based on 400,000,000 shares of our common stock outstanding as of September 30, 2012.  None ofSection 16(a) forms that they file. To the shares listed below are issuable pursuant to stock options or warrants of the Company.

* Less than 1%.

(1) Consists of 12,356,672 shares held by All Star Technology Inc., a British Virgin Islands international business company. Wei Li exercises voting and investment control over the shares 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. 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 the 6% Notes.

Under the terms of the 6% Notes, 2% Notes and 6% Note Warrants, the notes and warrants are exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of callable secured convertible notes or unexercised portions of the warrants) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. Therefore, the table above does not include beneficial ownership information of the following holders of the 6% Notes, 2% Notes and 6% Note Warrants of the Company: AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, New Millennium Capital Partners II, LLC, Double U Master Fund LP, and Nite Capital LP, even though one or more of such holders might hold more than 5% of our outstanding common stock if all of their 6% Notes, 2% Notes and 6% Note Warrants were converted.

Changes in Control

None.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships

The relationships between our directors and the Company are as follows:

Wei Li is a principal stockholder of All Star Technology Inc., which holds 12,356,672 shares of our common stock. Mr. Li may be deemed to beneficially own such shares and exercises voting and investment control over such shares.  Mr. Li is also the Chairman of the Board and Chief Executive Officer of the Company.

Prof. Qi Wang is the Director of Kiwa-CAU R&D centre and also Vice President of the Company.

Related Transactions

(1) Mr. Li

Mr. Li is the Chairman of the Board and Chief Executive Officer of the Company.

Advances and Loans

As of December 31, 2011, the remaining balance due Mr. Li was $3,203,190. During the six months ended June 30, 2012, Mr. Li paid various expenses on behalf of the Company. As of June 30, 2012, the balance due Mr. Li was $3,313,620. Mr. Li has agreed that the Company may repay the balance when its cash flow circumstance allows.

Guarantees for the Company

Mr. Li has pledged without any compensation from the Company all of his common stock of the Company as collateral for the Company’s obligations under the 6% Notes

(2) Kangtai

Kangtai, formerly named China Star Investment Management Co., Ltd., Kangtai International Logistics (Beijing) Co., Ltd., is a private company, 28% owned by Mr. Li. Mr. Li is the Chairman of Kangtai.

On December 31, 2011, the amount due from Kangtai was $12,792. The balance due from Kangtai on June 30, 2012 was $12,722.

(3) Ms. Wang

Ms. Wang is the Secretary of the Company.

On December 31, 2011, the amount due Ms. Wang was $324,500. During the six months ended June 30, 2012, Ms. Wang paid various expenses on behalf of the Company. As of June 30, 2012, the amount due Ms. Wang was $359,000. Ms. Wang has agreed that the Company may repay the balance when its cash flow circumstance allows.

(4) Kiwa-CAU R&D Center

Pursuant to the agreement with China Agricultural University (“CAU”), the Company agree to invest RMB 1 million (approximately $157,000) each year to fund research at Kiwa-CAU R&D Center. Prof. Qi Wang, onebest of the Company’s knowledge, based solely upon a review of the copies of such reports, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors is alsoand certain other shareholders were complied with during the director of Kiwa-CAU R&D Center.fiscal year ended December 31, 2014.

On December 31, 2011, the amount due to Kiwa-CAU R&D Center was $552,364. As of June 30, 2012, the outstanding balance due Kiwa-CAU R&D Center was $598,143.

Insider Transactions Policies and Procedures

The Company does not currently have an insider transaction policy.

EXECUTIVE COMPENSATION AND OTHER MATTERS

We currently have no Compensation Committee. The Board of Directors is currently performing the duties and responsibilities of Compensation Committee. In addition, we have no formal compensation policy. We decide on our executives’ compensation based on average compensation levels of similar companies in the U.S. or China, depending on consideration of many factors such as where the executive works. Our Chief Executive Officer’s compensation is approved by the Board of Directors. Other named executive officers’ compensation are proposed by our Chief Executive Officer and approved by the Board of Directors.

Our Stock Incentive Plan is administered by the Board of Directors. Any amendment to our Stock Incentive Plan requires majority approval of the stockholders of the Company.

The Company had no officers or directors whose total compensation during either 20112014 or 20102013 exceeded $100,000.

Currently, the main forms of compensation provided to each of our executive officers are: (1) annual salary; (2) non-equity Incentive Plan; and (3) the granting of incentive stock options subject to approval by our Board of Directors.

Summary Compensation TableSUMMARY COMPENSATION TABLE

FOR 2013 AND 2014

Employment Contracts and Termination of Employment and Change of Control ArrangementsOutstanding Equity Awards at 2014 Fiscal Year-End

On February 2, 2009, we entered into an employment agreement with our Chief Executive Officer and President, Wei Li, for a three-year term, commencing on January 1, 2009. Pursuant to this agreement, Mr. Li receives a salary atThe following table sets forth the ratestatus of $96,000 per annum, of which $72,000 will be paid in equal monthly installments of $6,000 during the period of employment, prorated for any partial employment period, and $24,000 is paid as an annual performance bonus in three months after each employment year. Mr. Li may receive such annual increases in salary as may be determined by our Board of Directors at our annual meeting. Mr. Li is also entitled to an annual grant of stock options under our employee stock option plan as determined by the Board of Directors. Mr. Li is entitled to three-month’s severance if his employment is terminated without cause.

On February 18, 2009, the Company and Mr. Steven Ning Ma entered into an employment agreement with the Company. Pursuant to the employment agreement, Mr. Ma is entitled to annual salary of RMB636,000 (approximately US$93,000), among which RMB42,400 (approximately US$6,200) payable monthly and RMB127,200 (approximately $18,600) in one lump sum, as a performance bonus, three months following the anniversary of his employment provided that Mr. Ma meets all goals and objectives set by the Company. Mr. Ma’s employment may be terminated at any time for cause or with thirty days’ written notice without cause. The employment agreement is automatically terminated upon death or permanent disability. Upon termination without cause, Mr. Ma is entitled to severance payment equal to three months’ salary including all non-cash benefits, if the termination is due to death or permanent disability; Mr. Ma is entitled to six months’ salary. The employment agreement also contains confidentiality provisions and provisions against competition with the Company and solicitation of customers for 12 months following termination of employment.

On February 6, 2012, we entered into a new Employment Agreement between the Company and Mr. Wei Li, President and Chief Executive Officeroutstanding equity awards of the Company for a termas of three years beginning January 1, 2012. Pursuant to the Agreement Mr. Li is entitled to an annual salary of $72,000December 31, 2014.

Option Exercises and a performance bonus of $24,000. If Mr. Li is terminated without cause, he is entitled to a lump sum payment equal to three months’ salary.Stock Vested

On February 6, 2012, we entered into a new Employment Agreement betweenNo stock options were exercised by any officers or directors during 2014 and 2013. We did not adjust or amend the Companyexercise price of any stock options previously awarded to any named executive officers during 2014 and Mr. Steven Ning Ma, Chief Financial Officer of the Company for a term of three years beginning January 1, 2012. Pursuant to the Agreement Mr. Ma is entitled to an annual salary of $70,000.2013.

There are no compensatory plans or arrangements with respect to a named executive officer that would result in payments or installments in excess of $100,000 upon the resignation, retirement or other termination of such executive officer's employment with us or from a change-in-control.

Equity Compensation Plan Information

Stock Incentive Plan and Option GrantThe following table sets forth certain information as of December 31, 2014 about our equity compensation plans under which our equity securities are authorized for issuance.

2004

Stock Incentive Plan

On May 10, 2004, our Board of Directors approved equity incentive awards to our certain of our directors, officers and employees and/or consultants and adopted, subject to stockholder approval, our 2004 Stock Incentive Plan (the “Plan”“2004 Plan”). Our stockholders approved the 2004 Plan on June 3, 2004, and an amendment to the Plan on September 12, 2006.2006 (together with the 2004 Plan, the “Plan”). There are 3,047,907 shares reserved for issuance of options and other stock awards under the Plan, subject to the number of shares of common stock that we are authorized to issue by our Amended Certificate of Incorporation.Plan. The number of shares that may be granted to any participant in a fiscal year is 500,000. Options issued under the Plan will expire not more than ten years from the date of grant.

The Plan is a key aspect of our compensation program, designed to attract, retain, and motivate the highly qualified individuals required for our long-term success.

Stock Option Grant

On December 12, 2006, our Board of Directors granted 2,000,000 options under the Plan, of which 823,700 shares were granted to the currentformer executive officers and directors. The exercise price was $0.175, equal to the closing price of our common stockCommon Stock on December 12, 2006. Pursuant to the approval of Board of Directors, after each of the first and second anniversaries of the grant date, 33% percent of the options will become exercisable. After the third anniversary of the grant date, 34% of the options will become exercisable.

Outstanding Equity AwardsNo options were granted under the Plan during 2014.

Qualified Performance-Based Compensation

The Board of Directors may determine, in its discretion, whether a bonus award should be “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code (the “Code”) and may take such actions as it deems necessary to ensure that such bonus award will so qualify. Any such bonus award will be subject to any additional limitation set forth in Section 162(m) of the Code (including any amendments thereto) or any regulations or rulings issued thereunder, and the bonus plan will be deemed amended to the extent necessary to conform to such requirements.

Employment Contracts and Termination of Employment and Change of Control Arrangements

On February 6, 2012, we entered into an Employment Agreement between the Company and Mr. Li, former President and Chief Executive Officer of the Company, for a term of three years beginning January 1, 2012. Pursuant to the Agreement Mr. Li was entitled to an annual salary of $72,000 and a performance bonus of $24,000.

On February 6, 2012, we entered into an Employment Agreement between the Company and Mr. Ma, former Chief Financial Officer of the Company, for a term of three years beginning January 1, 2012. Pursuant to the Agreement Mr. Ma was entitled to an annual salary of $70,000.

On July 1, 2015, Mr. Li resigned as President, Chief Executive Officer and Chief Operating Officer and Mr. Ma resigned as Chief Financial Officer of the Company. Effective as of July 1, 2015 upon the resignations of Mr. Li and Mr. Ma, the Company appointed Mr. Jimmy Ji Zhou as the Company’s President, Chief Executive officer and interim Chief Financial Officer.

On July 1, 2015, the Company entered into a three-year employment agreement with Mr. Zhou.  After the initial three-year term and assuming his employment agreement has not been terminated for cause, Mr. Zhou may remain as a consultant to the Company. Mr. Zhou’s annual salary is $84,000 and is subject to annual increase as determined by the Board of Directors. Mr. Zhou is eligible, at 2011 Fiscal Year-Endthe discretion of our Board of Directors, to receive an annual cash bonus based on performance. Mr. Zhou is entitled to receive stock options or other equity incentive awards under our Plan, as and when determined by the Board of Directors, and is entitled to receive other fringe benefits that may be provided to, and is eligible to participate in any other bonus or incentive program established by the Company, for its executives.

There are no compensatory plans or arrangements with respect to a named executive officer that would result in payments or installments in excess of $100,000 upon the resignation, retirement or other termination of such executive officer's employment with us or from a change-in-control.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Securities and Exchange Commission rules require us to disclose any transaction or currently proposed transaction in which we are a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000.00 or one percent (1%) of the average of our total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our Common Stock, or an immediate family member of any of those persons.

Amounts due to related parties consisted of the following as of December 31, 2014:

(1) Mr. Li

Mr. Li is the Chairman of the Board and was the former Chief Executive Officer and President of the Company until his effective resignation on July 1, 2015 from the foregoing executive positions.

(2) Kangtai

(3) Ms. Wang

(4) Kiwa-CAU R&D Center

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common Stock indicated as beneficially owned by them.

The following table sets forth as of October 12, 2015 certain information with respect to the statusbeneficial 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 400,000,000 shares of our Common Stock outstanding equity awardsas of October 12, 2015. None of the Company asshares listed below are issuable pursuant to stock options or warrants of December 31, 2011.the Company.

Option exercises and stock vested

No stock options were exercised by any officers or directors during 2010 and 2011.  We did not adjust or amend the exercise price of any stock options previously awarded to any named executive officers during 2010 and 2011.

Option Exercises and Stock Vested

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESTOCKHOLDER PROPOSALS

Section 16(a)Our stockholders may submit proposals on matters appropriate for stockholder action at meetings of our stockholders in accordance with Rule 14a-8 promulgated under the Exchange Act. For a stockholder proposal to be considered for inclusion in the Company’s proxy statement for the 2015 Annual Meeting of Stockholders, the written proposal must be received by the Company’s Corporate Secretary at the address below no later than October 14, 2015. If the date of the Securities Exchange Act2015 Annual Meeting of 1934 requires our officers, directors and certain persons holdingStockholders is moved more than 10 percent30 days before or after the anniversary date of the 2014 Annual Meeting of Stockholders, the deadline for inclusion of proposals in the Company’s proxy statement for the 2015 Annual Meeting of Stockholders is instead a registered classreasonable time before the Company begins to print and mail its proxy materials for the 2015 Annual Meeting of Stockholders. Such proposals also will need to comply with Securities and Exchange Commission regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Kiwa Bio-Tech Products Group Corporation

ATTN: Corporate Secretary

310 North Indian Hill Blvd Suite 702

Claremont, California 91711-4611

Stockholders may present proposals that are proper subjects for consideration at an Annual Meeting of Stockholders, even if the proposal is not submitted by the deadline for inclusion in the proxy statement under Rule 14a-8. To do so, the shareholder must comply with the procedures specified in the Company's bylaws which have been filed as Exhibit 3.2 to our common stock to fileCurrent Report on Form 8-K filed with the Securities and Exchange Commission initial reportson July 23, 2004 and are available in print upon request from the Corporate Secretary. Our bylaws require all stockholders who intend to make proposals at an Annual Meeting of ownershipStockholders to submit their proposals to the Secretary not less than 60 and reportsnot more than 180 days before such Annual Meeting of changesStockholders, provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to the stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10^th day following the day on which such notice of the date the Annual Meeting of Stockholders was mailed or such public disclosure was made. The bylaws also provide that nominations for director may only be made by the Board of Directors or by a stockholder of entitled to vote who sends notice to the Corporate Secretary not less than 60 and not more than 180 days before such Annual Meeting of Stockholders, provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to the stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10^th day following the day on which such notice of the date the Annual Meeting of Stockholders was mailed or such public disclosure was made. Any nomination by a stockholder must comply with the procedures specified in the Company's bylaws.

The Board of Directors will consider recommendations for candidates to the Board from the Company’s stockholders. A stockholder that desires to recommend a candidate for election to the Board must direct the recommendation in writing to the address above, including the candidate’s name, age, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company, written evidence that the candidate is willing to serve as a director of the Company if nominated and elected and evidence of the nominating person’s ownership of Company Common Stock.

You may contact the Company’s Corporate Secretary at our common stock. Officers, directors and certain other shareholders are required byprincipal executive offices for a copy of the relevant provisions regarding the requirements for making recommendations of director candidates.

ANNUAL REPORT

A copy of our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission, to furnish the Company withincluding copies of the exhibits to the annual report on Form 10-K if specifically requested, is available without charge upon written request of any stockholder. Please address all Section 16(a) forms they file. To the best of the Company’s knowledge, based solely upon a review of the copies of such reports, during 2011, all of the required filings were made on a timely basis.requests to Kiwa Bio-Tech Products Group Corporation, 310 N. Indian Hill Blvd., #702, Claremont, CA 91711. Attention: Corporate Secretary; or by telephone at (626) 715-5855.

OTHER BUSINESS

The Board of Directors does not currently intend to bring any other business before the meeting, and so far as is known to the Board, no matters are to be brought before the meeting except as specified in the notice of the meeting.  However, as to any other business which may properly come before the meeting, the proxy holders will vote any shares represented by proxies in their discretion.

	KIWA BIO-TECH PRODUCTS GROUP CORPORATION
	By Order of the Board of Directors
	/s/ Yvonne Wang
	Yvonne Wang
	Secretary
	Claremont, California
	October __, 2015

APPENDIX A

CERTIFICATE OF AMENDMENT

By OrderApproval of the Boardamendment of Directorsthe Company certificate of incorporation to effect the Reverse Stock Split of our Common Stock, $0.001 par value per share:

/s/ Yvonne Wang

Yvonne Wang

SecretaryRESOLVED, that Article 4 of the Certificate of Incorporation of the Company, as previously amended, be further amended to add the following paragraph to the end thereof:

Claremont, California

_____________, 2012Reverse Stock Split. Each _two hundred (200) of the issued and outstanding shares of Common Stock as of the time the certificate containing this amendment becomes effective (the ‘‘Split Effective Time’’), shall be combined and converted (the “Reverse Split”) automatically, without further action, into one (1) fully paid and non-assessable share of Common Stock. In lieu of any fractional shares to which a holder would otherwise be entitled, the Company, at its discretion, shall either: (a) pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock, as of the Split Effective Time or (b) issue a scrip or warrant in registered form to purchase our Common Stock which shall enable the holder thereof to receive a full share upon the surrender of such scrip or warrant aggregating a full share; Each holder of record of a certificate which immediately prior to the Split Effective Time represents outstanding shares of Common Stock (an ‘‘Old Certificate’’) shall be entitled to receive upon surrender of such Old Certificate to the Company’s transfer agent for cancellation, a certificate (a ‘‘New Certificate’) representing the number of whole shares of Common Stock into and for which the shares formerly represented by such Old Certificate so surrendered are combined and converted. From and after the Split Effective Time, Old Certificates shall represent only the right to receive New Certificates as aforesaid and, to the extent the Company so elects, cash pursuant to the provisions hereof. The amount of capital represented by the shares of Common Stock outstanding in the aggregate immediately after the Split Effective Time shall be adjusted from the capital account of the Common Stock to the additional paid in capital account for each share of Common Stock fewer outstanding immediately following the Reverse Split than immediately prior to the Reverse Split, such transfer to be made at the Split Effective Time.

; and be it further

RESOLVED, that the Certificate of Amendment (the “Certificate of Amendment”) of the Certificate of Incorporation of the Company dated October 2, 2015 be, and it hereby is, authorized, approved and adopted in all respects.

[FRONT]

PROXY

FOR ANNUAL MEETING OF STOCKHOLDERS OF THE STOCKHOLDERS

KIWA BIO-TECH PRODUCTS GROUP CORPORATION

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Wei Li and Yvonne Wang (collectively, the “Proxies”), and each of them, with full power of substitution, as proxies to vote the shares which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at our executive office located at Room 1702, Building A, Global Trade Center, 36 North Third Ring Road East, Dongcheng District, Beijing, People’s Republic of China, on Tuesday, December 18, 2012 at 10:00 a.m. local time (China Time)November 20, 2015 and at any adjournments thereof.

Nominees:

(1)  Wei LiYvonne Wang

(2)  Xucheng HuJimmy Ji Zhou

(3)  Lianjun LuoLucy Li

(4)  Qi Wang

(5) Yong Chang Wu

Instruction:  To withhold authority to vote for any individual nominee, mark “For All Nominees Except” and write the name of the nominee(s) below:

If no choice is specified, the Proxy will be voted “FOR.”

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

[REVERSE]

[REVERSE]