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): February 12, 2020 (January 12, 2020)

 

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) (I.R.S. Employer Identification No.)

 

No. 8 Han Huang Road

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 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):

 

  ¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, $0.001 par value   KGJI   The NASDAQ Capital Market

 

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 7.01 Regulation FD Disclosure.

 

On February 12, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1.

 

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  Description
   
99.1   Press Release dated February 12, 2020, titled “Kingold Jewelry Provides Update on Impact of Coronavirus Outbreak; Expects Delays in Reporting Cycle”

 

 

 

 

  

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.

 

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

 

Date: February 12, 2020

  

 

 

Exhibit 99.1

 

 

Kingold Jewelry Provides Update on Impact of Coronavirus Outbreak;

Expects Delays in Reporting Cycle

 

WUHAN CITY, China, February 12, 2020 - 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 provided an update on the impact of the Coronavirus outbreak on its business and operation.

 

Headquartered in Wuhan, the provincial capital of Hubei province, China, Kingold is in the epicenter of the Coronavirus outbreak. The entire city of Wuhan has been locked down by the central government of China since January 23, 2020. In compliance with the government health emergency rules in place, the Company has been temporarily closed and its jewelry production operations have been halted since January 12, 2020. All company personnel have been required to stay at home until further notice by the government based on the development of this medical epidemic. In the short term, the Company expects the situation to have a material impact on its operations in the first quarter of 2020. The impact of the Coronavirus on the Company’s operation and financial results for 2020 remains to be seen.

 

While the Company’s business operation and financial results for the year ended December 31, 2019 were not affected by this health crisis, its financial statements preparation and auditing process have been delayed due to government imposed quarantines, office closings and travel restrictions affecting the Company’s personnel and service providers. It is impossible to predict when the 2019 year-end procedures can resume or be completed at this time.

 

On January 30, 2020, in a public statement, Securities and Exchange Commission (SEC) Chairman Jay Clayton stated that he had requested the SEC staff “to monitor and, to the extent necessary or appropriate, provide guidance and other assistance to issuers and other market participants regarding disclosures related to the current and potential effects of the coronavirus.” The SEC recognized that such effects may be difficult to assess or predict both generally and on an issuer-specific basis and that actual effects will depend on many factors beyond the control and knowledge of any issuer. The Coronavirus situation continues to evolve and accordingly, the Company is closely minoring the development of the medical crisis and will provide an update on the operational and financial impacts as it obtains further information.

 

Chairman and CEO, Mr. Zhihong Jia, stated, “We are continuing to work closely with our provincial and city governments to take all necessary precautions during this outbreak until such time as conditions to resume operations are suitable. As always, our top priority is on the safety and security of our employees, customers, and their families. We expect to provide regular updates as we evaluate any impact on our operations in the coming weeks.”

 

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