KIWA BIO-TECH PRODUCTS GROUP CORPORATION
A DELAWARE CORPORATION
SECTION 1 PLACE OF MEETING. Meetings of the Stockholders shall be held at the principal offices of the
Corporation or at such place, within or without the State of Delaware, as may from time to time be designated for
that purpose, by the Board.
SECTION 2 ANNUAL MEETINGS. Unless directors are elected by written consent in lieu of an annual
meeting as permitted by this SECTION 2, an annual meeting of the Stockholders for the election of directors
shall be held on such date and at such time as may be designated, from time to time, by the Board. Stockholders
may, unless the Certificate of Incorporation otherwise provides, act by written consent to elect directors;
provided, however, that if such consent is less than unanimous, such action by written consent may be in lieu of
holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting
held at the effective time of such action are vacant and are filled by such action. If the annual meeting for the
election of directors is not held on the date designated therefor or action by written consent to elect directors in
lieu of an annual meeting has not been taken, the directors shall cause the meeting to be held as soon as is
convenient. Any other proper business may be transacted at the annual meeting.
SECTION 3 SPECIAL MEETINGS. Special meetings of the Stockholders for any purpose or purposes may
be called at any time by the Board, the Chairman of the Board or any two directors.
SECTION 4 NOTICE OF MEETINGS. Except as otherwise provided by the DGCL written notice of each
meeting of the Stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days
prior to the date upon which the meeting is to be held to each Stockholder entitled to vote at such meeting. Such
notice shall be deemed delivered when deposited in the Un