Current Report Filing (8-k)
September 12 2018 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 12, 2018 (July 31, 2018 )
KINGOLD
JEWELRY, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-15819
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13-3883101
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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15 Huangpu Science and Technology Park
Jiang’an District
Wuhan, Hubei Province, PRC
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430023
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(011)
86 27 65694977
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On July 31, 2018, Wuhan
Kingold Jewelry Company Limited (“Wuhan Kingold”), a contractually controlled affiliate of Kingold Jewelry, Inc. (the
“Company”), and Dongguan Trust Co., Ltd. (“Dongguan Trust”) entered into a gold income rights transfer
and repurchase agreement (the “Agreement”). Pursuant to the Agreement, Dongguan Trust shall acquire the income rights
to Wuhan Kingold’s Au9999 gold of no less than four tons from Wuhan Kingold (the “Gold Income Rights”). Dongguan
Trust’s acquisition price for the Gold Income Rights shall be between RMB10 million to RMB1,000 million. (the “Acquisition
Price”). Dongguan Trust is required to form a trust fund (the “Trust Plan”) to acquire the Gold Income Rights.
The parties deemed the Acquisition Price payment date as the actual effective date of the Agreement. On September 6, 2018, Dongguan
Trust paid Wuhan Kingold the transfer price of RMB 1,000 million which will be used by Wuhan Kingold for gold raw material purchase.
Wuhan Kingold is required to repurchase the Gold Income Rights within 18 months after Wuhan Kingold receives the Acquisition Price.
The repurchase price is equal to the Acquisition Price with annual return of 11% for the period from the Acquisition Price payment
date and Kingold’s repayment date.
Wuhan Kingold’s
obligations, responsibilities, representations and warranties, and commitments under the Agreement are guaranteed by Mr. Zhihong
Jia, our CEO and Chairman, pursuant to a guarantee agreement signed by Mr. Zhihong Jia; and Wuhan Kingold’s pledged Au99.99
gold.
The repurchase obligation
may be accelerated under certain conditions, including upon breach of representations or warranties, certain cross-defaults, upon
the occurrence of certain material events affecting the financial viability of Wuhan Kingold, and other customary conditions.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosure contained
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 2.03.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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KINGOLD JEWELRY, INC.
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By:
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/s/ Zhihong Jia
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Name: Zhihong Jia
Title: Chief Executive Officer
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Date: September 12, 2018
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