Current Report Filing (8-k)
March 26 2018 - 2:57PM
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): March 26, 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.
¨
Item 1.01
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Entry into a Material Definitive Agreement.
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On January 2, 2018,
Wuhan Kingold Jewelry Company Limited (“
Wuhan Kingold
”), a contractually controlled affiliate of Kingold Jewelry,
Inc. (the “
Company
”), entered into a Loan Contract in the amount of RMB 2,100 million (equivalent to approximately
US$320 million) with Wuhan Kingold Industrial Group Co., Ltd. (“Kingold Industrial”), a related party. The stated purpose
of the loan (the “Loan”) is supplemental liquidity needs to purchase gold as raw material. The Loan has a 5-year term
commencing on January 2, 2018 through January 2, 2023. Should the actual disbursement date differ from the above agreed-upon date,
the actual disbursement date shall be the beginning date of the Loan period. The Loan bears a zero interest.
The Loan shall be repaid
in a lump sum at the end of the Loan period. Repayment of the Loan may be made before the end of the Loan term upon the prior written
consent of Kingold Industrial. Should Wuhan Kingold request an extension of the Loan, it shall submit a written application sixty
days prior to the end of the Loan term. The parties may enter into a repayment term extension agreement if Kingold Industrial consents
to such an extension.
The repayment of the
Loan 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.
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
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Title: Chief Executive Officer
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Date: March 26, 2018
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