Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 11, 2020, Kingold Jewelry Inc. (the "Company") notified The NASDAQ
Stock Market ("NASDAQ") of the Company's intent to voluntarily delist its common
stock from the NASDAQ Capital Market. On August 21, 2020, following a ten-day
period that commences after the Company provided notice of its intent to delist
to NASDAQ, the Company intends to file with NASDAQ and the U.S. Securities and
Exchange Commission (the "SEC"), a Form 25 relating to the delisting of its
common stock from the NASDAQ Capital Market. It is anticipated that trading of
the Company's common stock on the Nasdaq Capital Market will be suspended upon
the filing of the Form 25 on August 21, 2020. The delisting will become
effective on August 31, 2020, ten days after the filing date of the Form 25. The
Company expects its common stock to be quoted and traded on the OTC Markets from
the filing of the Form 25 on August 21, 2020, although it cannot assure that
this will be the case.
The decision to delist from NASDAQ resulted from the Board of Directors' review
of numerous factors, particularly the cost and feasibility of ongoing compliance
with the NASDAQ listing requirements and the Company's current financial
condition. In considering whether to delist from NASDAQ, the Company considered
in particular that it had received written notices dated June 30, 2020 and July
2, 2020 from the Listing Qualifications department of The NASDAQ Stock Market
(the "Notices") indicating that the Company is not in compliance with the
requirements of NASDAQ Listing Rule 5250(c)(1) to file its annual report on Form
10-K for the year ended December 31, 2019 and its quarterly report on Form 10-Q
for the period ended March 31, 2020. Pursuant to the Notices, the Company was
required to submit a plan to regain compliance with Rule 5250(c)(1) for the
delinquent Form 10-K and Form 10-Q.
On July 16, 2020, the Company submitted such plan to the Listing Qualifications
department and was advised by telephone on August 6, 2020 that the plan was not
accepted. As such, the Company understands that it is likely NASDAQ will
commence procedures to delist the Company's common stock from the NASDAQ Capital
Market. Upon being advised of the rejection of the plan, the Board of the
Company weighed the likelihood of prevailing on an appeal of delisting against
the cost of such an appeal and determined to file a voluntary delisting notice.
A copy of the press release issued by the Company with respect to this matter is
attached hereto as Exhibit 99.1.
Forward-Looking Information Is Subject to Risk and Uncertainty
A number of the matters discussed in this Current Report on Form 8-K that are
not historical or current facts deal with potential future circumstances and
developments. Forward-looking statements include, without limitation: statements
regarding the delisting of the Company's common stock from the Nasdaq Capital
Market and the quotation of the Company's common stock on the OTC Markets. The
discussion of such matters is qualified by the inherent risks and uncertainties
surrounding future expectations generally and also may materially differ from
actual future experience involving any one or more of such matters. Such risks
and uncertainties include, among others: the risks that are described from time
to time in the Company's reports filed with the SEC. This current report on Form
8-K speaks only as of its date, and the Company disclaims any duty to update the
information herein.
Item 9.01 Financial Statements and Exhibits
Exhibit Description
99.1 Press release dated August 11, 2020.
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/ Zhihong Jia
Name: Zhihong Jia
Title: Chief Executive Officer
Date: August 11, 2020
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KINGOLD JEWELRY, INC. 
