Item 8.01 Other Events.
The Registrant is filing this Form 8-K with the Securities and Exchange
Commission (the "SEC") to avail itself of an extension to file its Annual Report
on Form 10-K for the year ended December 31, 2019 (the "Form 10-K"), originally
due on March 30, 2020, in reliance on the SEC's Order Under Section 36 of the
Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of
the Exchange Act and Certain Rules Thereunder, Release No. 34-88465 (March 25,
2020) (which extended and superseded a prior order issued on March 4, 2020) (the
"Order"). As such, the Registrant will be relying upon the 45-day extension
period provided by the Order to delay filing of its Form 10-K.
As previously disclosed in the current report on Form 8-K dated February 12,
2020, the Registrant is located in Wuhan, China, the epicenter of the
coronavirus disease (COVID-19) outbreak in China. The entire city of Wuhan has
been heavily affected by COVID-19 and government protective responses since
January 23, 2020. In compliance with the government mandates, the Company has
been temporarily closed and its jewelry production operations have been halted
since January 12, 2020. All company personnel have been self-quarantined until
further notice. Based on the latest Chinese government order, travel
restrictions on residents of Wuhan are expected to be lifted on April 8, 2020
and as such, the Registrant expects to resume operations on the same date.
The extension afforded by the Order grants the Company until May 14, 2020 to
file its Form 10-K. While the Company will use its best effort to complete its
preparation of the 2019 financial statements within the timeframe established
within the Order, the Company is unable to commit to filing the Form 10-K by the
May 14, 2020 deadline because the Company's headquarters and operations are
located in Wuhan, China, the epicenter of the COVID-19 outbreak in China. The
entire city of Wuhan has been under protective lock-down since January 23, 2020.
In compliance with the government mandates, all company personnel have been
required to undergo self-quarantines until further notice. These actions have
impacted the daily operations of the Company and its ability to complete its
financial data by May 14, 2020. As a result, the Company cannot commit to file
the Form 10-K by May 14, 2020. Based on the assessment of the Company management
in consultation with its auditor, the Registrant expects to file its Form 10-K
by no later than June 30, 2020.
The COVID-19 outbreak has had a significant adverse impact on the Registrant's
operations and financial results during the first quarter of 2020. While the
impact of COVID-19 outbreak on the Company's performance for the year remains to
be seen, the Registrant expects it to have a material impact on its operations
and financial results for fiscal 2020.
The Registrant is supplementing its risk factors previously disclosed in its
Annual Report on Form 10-K for the year ended December 31, 2018 and its
subsequent Quarterly Reports on Form 10-Q with the following risk factors:
The coronavirus disease 2019 (COVID-19) has had a significant impact on our
operations since January 2020 and could materially adversely affect our business
and financial results for the remaining months of the 2020 fiscal year
Our ability to manufacture and/or sell our jewelry products may be impaired by
damage or disruption to our manufacturing, warehousing or distribution
capabilities, or to the capabilities of our suppliers, logistics service
providers or distributors as a result of the impact from the COVID-19. This
damage or disruption could result from events or factors that are impossible to
predict or are beyond our control, such as raw material scarcity, pandemics,
government shutdowns, disruptions in logistics, supplier capacity constraints,
adverse weather conditions, natural disasters, fire, terrorism or other events.
In December 2019, COVID-19 emerged in Wuhan, China, in which substantially all
of our business operations and management are located. The entire city of Wuhan
has been locked down by the government of China since January 23, 2020. In
compliance with the government mandates, 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 undergo self-quarantines until
further notice. The COVID-19 outbreak has had a significant adverse impact on
our business and operations during the first quarter of 2020. While the spread
of the disease has gradually been under control in Wuhan and in China, COVID-19
could adversely affect our business and financial results for the remaining
months of the year 2020.
Chinese economic downturn or growth slowdown may harm our business.
Since 2014, Chinese economic growth has been slowing down from double-digit GDP
speed. The situation has impacted many industries and economic segments in
China, such as restaurants, the hospitality industry, certain manufacturing
industries and discretionary or luxury consumer spending. Our business
operations in China mainly rely on consumer cash availability and spending,
consumer demand for our products and consumer confidence, which are impacted by
an economic downturn. The recent rapid spread of COVID-19, or fear of such an
event, can have a material adverse effect on the demand for gold or jewelry
products or luxury good consumption and therefore have a material adverse effect
on our business and results of operations. As a result of the outbreak of
COVID-19 first identified in Wuhan, we have temporarily ceased operations and
employees have been quarantined since January 2020 in compliance with government
mandate. Additionally, office closings, travel restrictions and required
quarantines implemented in China has caused significant slowdown of China's
economic growth and could further adversely affect China's economy resulting in
an economic downturn. If China's economy continues to slow down or go into
recession, our financial and operation results could be materially and adversely
affected as a result of slower consumer spending on the jewelry or gold products
or below par performance of the consumer discretionary goods industries.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"may," "will," "expect," "plan," "anticipate," "estimate," "intend," "potential"
and similar expressions (as well as other words or expressions referencing
future events, conditions or circumstances) are intended to identify
forward-looking statements. These forward-looking statements are based on the
Company's expectations and assumptions as of the date of this Current Report.
Each of these forward-looking statements involves risks and uncertainties.
Actual results may differ materially from these forward-looking statements.
Forward-looking statements contained in this Current Report include statements
regarding the timing of operational development, or government mandates related
to the Company's business and operations to address the COVID-19 response.
Factors that may cause actual results to differ from those expressed or implied
in the forward-looking statements in this Current Report are discussed in the
Company's filings with the SEC, including the section titled "Risk Factors"
contained therein. Except as required by law, the Company assumes no obligation
to update any forward-looking statements contained herein to reflect any change
in expectations, even as new information becomes available.
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: Bin Liu
Title: Chief Financial Officer
Date: March 30, 2020
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KINGOLD JEWELRY, INC. 
