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):
December 19, 2019 (December 18, 2019)
KINGOLD
JEWELRY, INC.
(Exact name of registrant as specified in
its charter)
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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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(I.R.S. 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 65660703
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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¨
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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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Securities registered
pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value
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KGJI
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The NASDAQ Capital Market
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting of Stockholders of
Kingold Jewelry, Inc. (the “Company”) held on December 18, 2019 in Wuhan, China, two proposals were submitted to and
approved by the stockholders. The proposals are described in detail in the Company’s Definitive Proxy Statement on Form DEF
14A filed with the U.S. Securities and Exchange Commission on November 18, 2019. The final results for the votes regarding each
proposal are set forth below.
1. Stockholders elected following five directors
to the Company’s Board of Directors to hold office for a one-year term until the annual meeting of stockholders in 2020 or
until their successors are elected and qualified. The votes for each of the nominees were as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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Zhihong Jia
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10,178,539
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16,999
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0
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825,206
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Guang Chen
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10,180,206
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15,332
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0
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825,206
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Alice Io Wai Wu
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10,180,206
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15,332
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0
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825,206
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Jun Wang
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10,178,539
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16,999
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0
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825,206
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Zhiyong Xia
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10,180,206
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15,332
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0
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825,206
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2. Stockholders ratified the selection of
Friedman LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019. The votes regarding
this proposal were as follows:
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For
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Against
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Abstained
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Broker Non-Votes
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10,184,661
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43
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10,834
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825,206
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On December 19, 2019, Kingold Jewelry,
Inc. (“Kingold” or “the Company”) issued a press release announcing that it currently plans to hold its
2020 Annual Meeting of Stockholders on Monday, September 28, 2020, in Poland. The exact time and location of the 2020 Annual Meeting
will be specified in the Company’s proxy statement for the 2020 Annual Meeting.
Rule 14a-8 Stockholder Proposal Deadline
The 2020 Annual Meeting date represents
a change of more than 30 days from the anniversary of the Company’s 2019 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 2020 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 July 31, 2020 should be the deadline for receipt
of proposals pursuant to Rule 14a-8. In order to be considered timely, such proposals must be received in writing by the Company
before the close of business on July 31, 2020 and delivered to: No. 8 Han Huang Road, Jiang’an District, 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.
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Item 9.01
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Financial Statements and Exhibits.
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Pursuant to the requirements of the Securities
Exchange Act of 1934, 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:
Title:
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Bin Liu
Chief Financial Officer
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Date: December 19, 2019
Exhibit 99.1
Kingold Jewelry Announces Results
of 2019 Annual Meeting of Stockholders;
Schedules Date of 2020 Annual Meeting
of Stockholders
WUHAN CITY,
China, December 19, 2019 - 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
the results of its 2019 Annual Meeting of Stockholders and scheduled its 2020 Annual Meeting.
At the Annual Meeting of Stockholders held
on December 18, 2019 in Wuhan, China, two proposals were submitted to and approved by the stockholders. The proposals are described
in detail in the Company’s Definitive Proxy Statement on Form DEF 14A filed with the U.S. Securities and Exchange Commission
on November 18, 2019.
Stockholders reelected five directors to
the Company’s Board of Directors to hold office for a one-year term until the annual meeting of stockholders in 2020 or until
their successors are elected and qualified, and stockholders ratified the selection of Friedman LLP as independent registered public
accounting firm for the fiscal year ending December 31, 2019.
2020 Annual Meeting of Stockholders
Scheduled for September 28, 2020
The Company also announced its plan to
hold its 2020 Annual Meeting of Stockholders on Monday, September 28, 2020, in Poland. The exact time and location of the 2020
Annual Meeting will be specified in the Company’s proxy statement for the 2020 Annual Meeting.
Rule 14a-8 Stockholder Proposal Deadline
The 2020 Annual Meeting date represents
a change of more than 30 days from the anniversary of the Company’s 2019 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 2020 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 July 31, 2020 should be the deadline for receipt
of proposals pursuant to Rule 14a-8. In order to be considered timely, such proposals must be received in writing by the Company
before the close of business on July 31, 2020 and delivered to: No. 8 Han Huang Road, Jiang’an District, 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. 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 Counsel:
The Equity Group Inc.
Adam Prior (in US)
Phone: +212 836-9606
aprior@equityny.com
Lucy Ma (in China)
Phone: 86-10 5661 7012
lma@equityny.com