Current Report Filing (8-k)
November 14 2018 - 5:07PM
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): November 14, 2018 (November 9, 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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No. 8 Han Huang Road
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):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On November 9, 2018, Kingold Jewelry Inc. (the “Registrant”)
received from the Nasdaq OMX Group (“Nasdaq”) a letter (the “Nasdaq Letter”) indicating that it is not
in compliance with the minimum $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Capital Market
set forth in Nasdaq Marketplace Rule 5550(a)(2), as a result of the bid price of the Registrant’s ordinary shares having
closed below $1.00 for the last 30 consecutive business days prior to the date of the letter. In particular, the Nasdaq Letter
notes that for each trading day in the period September 26, 2018 through November 8, 2018, the Registrant’s Common Stock
had a closing bid price less than $1.00 per share.
The Nasdaq Letter advises the Registrant that, in accordance
with Nasdaq Marketplace Rule 5810(c)(3)(A), the Registrant will be provided 180 calendar days, or until May 8, 2019, to regain
compliance. The letter further advises that such compliance can be achieved if, at any time before May 8, 2019, the bid price of
the Registrant’s common stock closes at $1.00 or more per share for a minimum of 10 consecutive trading days. There can be
no guarantee that the Registrant will be able to regain compliance with the continued listing requirement of Nasdaq Marketplace
Rule 5550(a)(2). If the Registrant requires additional time to regain compliance and meets certain eligibility requirements, it
may apply for an extension of an additional 180 calendar days.
If the Registrant does not regain compliance or obtain an extension
from Nasdaq by May 8, 2019, Nasdaq will provide written notification to the Registrant that its ordinary shares may be delisted.
At that time, the Registrant may appeal Nasdaq’s decision to a Listing Qualifications Panel.
The Registrant intends to actively monitor the bid price for
its ordinary shares between now and May 8, 2019, and will consider available options to resolve the deficiency and regain compliance
with the Nasdaq minimum bid price requirement.
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/ Bin Liu
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Name: Bin Liu
Title: Chief Financial Officer
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November 14, 2018
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