KGJI Kingold Jewelry Inc

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): October 6, 2015

 

 

KINGOLD JEWELRY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-15819		13-3883101
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC				430023
(Address of principal executive offices)				(Zip Code)

 

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)

 

x	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))

 

 

Item 8.01

Other Events.

 

On October 6, 2015, Kingold Jewelry, Inc. (“Kingold” or “the Company”) issued a press release announcing that it currently plans to hold its 2015 Annual Meeting of Stockholders at 10:00 AM local time on December 19 and 20, 2015, at the Marco Polo Wuhan, 159 Yanjiang Avenue, Jiang’an, Wuhan, China. The proposals will be presented for voting on December 19, 2015.

 

Rule 14a-8 Stockholder Proposal Deadline

 

The 2015 Annual Meeting date represents a change of more than 30 days from the anniversary of the Company’s 2014 Annual Meeting of Stockholders. As a result, under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in the Company’s proxy materials for the 2015 Annual Meeting is required to be a reasonable time before the Company begins to print and mail the proxy materials. Taking into consideration the time and process for addressing any deficiencies in proposals that may be submitted, the Company has determined that October 21, 2015 should be the deadline for receipt of proposals pursuant to Rule 14a-8. Such proposals should be delivered to: 15 Huangpu Science and Technology Park, Jiang’an, Wuhan, China, Attention: Corporate Secretary. Such proposals will need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in the Company’s proxy materials, and may be omitted if not in compliance with applicable requirements.

 

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release dated October 6, 2015.

 

 

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.

 

	KINGOLD JEWELRY, INC.
	By:	/s/ Bin Liu
		Name:   Bin Liu Title:     Chief Financial Officer

 

Date: October 6, 2015

 

 

 

Exhibit 99.1

 

 

KINGOLD JEWELRY ANNOUNCES DATE OF ITS 2015 ANNUAL

MEETING OF STOCKHOLDERS

 

WUHAN CITY, China, October 6, 2015 - Kingold Jewelry, Inc. (“Kingold” or “the Company”) (NASDAQ: KGJI), one of China’s leading manufacturers and designers of high quality 24-karat gold jewelry, ornaments and investment-oriented products, today announced its Annual Meeting of Stockholders will be held on December 19 and 20, 2015, at the Marco Polo Wuhan, 159 Yanjiang Avenue, Jiang’an, Wuhan, China. The proposals will be presented for voting on December 19, 2015. The record date for the Annual Meeting is November 2, 2015. Kingold expects to mail its definitive proxy statement to all stockholders of record on or about November 6, 2015.

 

Rule 14a-8 Stockholder Proposal Deadline

The 2015 Annual Meeting date represents a change of more than 30 days from the anniversary of the Company’s 2014 Annual Meeting of Stockholders. As a result, under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in the Company’s proxy materials for the 2015 Annual Meeting is required to be a reasonable time before the Company begins to print and mail the proxy materials. Taking into consideration the time and process for addressing any deficiencies in proposals that may be submitted, the Company has determined that October 26, 2015 should be the deadline for receipt of proposals pursuant to Rule 14a-8. Such proposals should be delivered to: 15 Huangpu Science and Technology Park, Jiang’an, Wuhan, China, Attention: Corporate Secretary. Such proposals will need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in the Company’s proxy materials, and may be omitted if not in compliance with applicable requirements.

 

About Kingold Jewelry, Inc.

Kingold Jewelry, Inc. (NASDAQ: KGJI), centrally located in Wuhan City, one of China’s largest cities, was founded in 2002 and today is one of China’s leading designers and manufacturers of 24-karat gold jewelry, ornaments, and investment-oriented products. The Company sells both directly to retailers as well as through major distributors across China. Kingold has received numerous industry awards and has been a member of the Shanghai Gold Exchange since 2003. For more information, please visit www.kingoldjewelry.com.

 

Business Risks and Forward-Looking Statements

This press release contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by words such as “expects,” “believe,” “project,” “anticipate,” or similar expressions. The forward-looking statements in this release include, but are not limited to, statements that the strategic investment will broaden Kingold’s capabilities and change the landscape of China’s gold jewelry market; a vertically integrated conglomerate of gold mining, designing, processing and retailing in China can be created; and regarding lateral consolidation and becoming a solid market leader. Readers are cautioned that actual results could differ materially from those expressed in any forward-looking statements. Forward-looking statements are subject to a number of risks, including those contained in Kingold’s SEC filings available at www.sec.gov, including Kingold’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Kingold undertakes no obligation to update or revise any forward-looking statements for any reason.

 

 

Company Contact
Kingold Jewelry, Inc.
Bin Liu, CFO
Phone: +1-847-660-3498 (US) / +86-27-6569-4977 (China)

bl@kingoldjewelry.com

INVESTOR RELATIONS
The Equity Group Inc.
Katherine Yao, Associate
+86 10-6587-6435
kyao@equityny.com