UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August ~~July 14~~11, 2020 (~~July~~August 86, 2020)

KINGOLD JEWELRY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15819	~~001~~13-~~15819~~3883101		~~13-3883101~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)		~~(IRS 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 ~~65694977~~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))

¨ 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 23.0401 ~~Triggering~~Notice ~~Events~~of ~~That~~Delisting ~~Accelerate~~ or ~~Increase~~Failure to Satisfy a ~~Direct~~Continued ~~Financial~~Listing ~~Obligation~~Rule or anStandard; ~~Obligation~~Transfer ~~under~~of ~~an Off-Balance Sheet Arrangement~~Listing.

On ~~July~~ 8August 11, 2020, ~~Wuhan~~ Kingold Jewelry CoInc., (the ~~Limited~~“Company”) notified The NASDAQ Stock Market (“~~Wuhan Kingold~~NASDAQ”) of the Company’s intent to voluntarily delist its common stock from the NASDAQ Capital Market. On August 21, 2020, following a ~~contractually~~ten-day ~~controlled~~period ~~affiliate~~that ofcommences ~~Kingold~~after ~~Jewelry~~the ~~Inc~~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 “~~Company~~SEC”), ~~received~~ a ~~Notice~~Form 25 relating to the delisting of ~~Acceleration~~its common stock from the NASDAQ Capital Market. It is anticipated that trading of ~~Repayment~~the ~~Obligations~~Company’s (common stock on the ~~“Notice”)~~Nasdaq Capital Market will be suspended upon ~~from~~the ~~Bank~~filing of ~~Zhangjiakou~~the ~~dated~~Form ~~July~~25 1on August 21, 2020. ~~that~~The andelisting ~~event~~will become effective on August 31, 2020, ten days after the filing date of ~~default~~the ~~has~~Form ~~occurred~~25. ~~with~~The ~~respect~~Company expects its common stock to abe ~~loan~~quoted ~~agreement~~and ~~entered~~traded ~~into between~~on ~~Wuhan~~the ~~Kingold~~OTC ~~and~~Markets ~~Bank~~from the filing of ~~Zhangjiakou~~the Form 25 on August 21, 2020, although it cannot assure that this will be the case.

~~On September~~The ~~16,~~decision ~~2019,~~to ~~Wuhan~~delist ~~Kingold~~from ~~entered~~NASDAQ ~~into~~resulted from athe ~~Working~~Board ~~Capital~~of ~~Loan~~Directors’ ~~Agreement~~review ~~with~~of ~~Zhangjiakou~~numerous ~~Bank~~factors, ~~for~~particularly athe ~~loan~~cost ofand ~~approximately $25.2~~feasibility ~~million~~of ~~(RMB~~ongoing ~~180~~compliance ~~million).~~with the ~~The~~NASDAQ ~~purpose~~listing ofrequirements ~~this~~and ~~loan~~the ~~was~~Company’s tocurrent ~~provide~~financial ~~working~~condition. In ~~capital~~considering ~~for~~whether ~~Wuhan Kingold~~ to ~~purchase~~delist from ~~gold~~NASDAQ, ~~as raw~~the ~~material.~~Company ~~The~~considered ~~term~~in ofparticular ~~the~~that ~~loan~~it ~~was~~had ~~one~~received ~~year~~written ~~with~~notices adated ~~maturity~~June ~~date~~30, of2020 ~~September~~and 15July 2, 2020. ~~The~~from the ~~loan~~Listing ~~bears~~Qualifications ~~fixed~~department ~~interest~~of atThe ~~0.625% per~~NASDAQ ~~month~~Stock Market (~~7.5%~~the ~~per year~~“Notices”), ~~and~~indicating that the ~~monthly~~Company ~~interest~~ is ~~due~~not in oncompliance with the ~~21st~~requirements ~~date~~ of ~~each~~NASDAQ ~~month.~~Listing AnRule ~~additional~~5250(c)(1) ~~penalty~~to ~~interest will~~file beits ~~applied~~annual toreport ~~any~~on ~~unpaid~~Form ~~monthly~~10-K ~~interest.~~for ~~The~~the ~~outstanding~~year ~~balance~~ended December of31, ~~loan~~2019 ~~principal~~ and ~~any~~its ~~remaining~~quarterly ~~interest~~report ~~due~~on ~~must be~~Form ~~paid~~10-Q atfor ~~maturity.~~the ~~The~~period ~~agreement~~ended ~~also~~March ~~provided~~31, ~~that~~2020. ~~the~~Pursuant ~~bank~~to ~~has~~ the ~~right~~Notices, tothe ~~accelerate repayment upon a default in interest~~Company ~~payments.~~was ~~The~~required ~~loan~~to issubmit ~~secured~~a byplan ~~747~~to ~~kilograms~~regain ofcompliance ~~gold in aggregate~~ with ~~the~~Rule ~~agreed carrying value of approximately $32.0 million~~ 5250(~~RMB 228.7 million~~c)(1) ~~and~~for isthe ~~personally~~delinquent ~~guaranteed~~Form by10-K ~~the CEO~~ and ~~Chairman~~Form ~~of the Company~~10-Q.

~~The Notice~~On ~~states~~July 16, 2020, the ~~outstanding~~Company ~~balance~~submitted such ofplan to the ~~unpaid~~Listing ~~interest~~Qualifications ~~due~~department ~~from~~and ~~February~~was toadvised ~~June~~by telephone on August 6, 2020 ~~was~~that ~~RMB~~the ~~5.7~~plan ~~million~~was innot ~~aggregate~~accepted. InAs ~~the Notice~~such, the ~~bank~~Company ~~declares~~understands that it is likely NASDAQ will commence procedures to delist the ~~entire~~Company’s ~~loan~~common ~~shall~~stock befrom the ~~due~~NASDAQ ~~and~~Capital ~~payable~~Market. ~~within~~Upon ~~three~~being ~~days~~advised of the ~~delivery~~rejection of the ~~Notice~~plan, the Board of the Company weighed the likelihood of ~~including~~prevailing ~~RMB~~on ~~180~~an ~~million~~appeal inof ~~principal~~delisting against the cost of such an appeal and ~~all~~determined ~~unpaid~~to ~~interest~~file a voluntary delisting notice.

~~Item~~A ~~8.01~~copy ~~Other~~of ~~Events~~the press release issued by the Company with respect to this matter is attached hereto as Exhibit 99.1.

Business Operations of Wuhan Kingold. Wuhan Kingold’s operations have been significantly impacted by the disclosed loan defaults, related loan disputes, various legal proceedings and the resulting freezing of bank accounts. Further, as previously disclosed, its jewelry production had been halted in January through early April 2020 as a result of the COVIDForward-19Looking ~~outbreak.~~Information ~~After Wuhan’s~~Is ~~lockdown~~Subject ~~was lifted in April, Wuhan Kingold resumed its operations, albeit on a much smaller scale. The jewelry production has been limited~~ to ~~customized~~Risk ~~production,~~ and the factory processes customized products for customers who supply gold to the Company, with virtually no branded production. Revenue generated from the customized product sale has historically counted only a small percentage of the total revenue, and such small revenue amount from recent sales has not been immediately paid by some customers and the unpaid portion is recorded as accounts receivable by the Company. Wuhan Kingold has granted to the delinquent customers a grace period from one to three months for making the payment given its long time relationships with those customers and Wuhan Kingold’s recent challenges. Factory production headcount has decreased from hundreds of employees to approximately 60 employees as of the date of this report. Employee salaries have mostly been funded by borrowings from an affiliated entity and paid through an employee’s personal bank account.Uncertainty

~~Legal~~A number of the matters discussed in this Current Report on ~~Proceedings.~~Form In8-K ~~connection~~that ~~with~~are ~~various~~not ~~loan~~historical ~~disputes~~or current facts deal with ~~multiple~~potential ~~lenders~~future ascircumstances ~~disclosed~~and indevelopments. Forward-looking statements include, without limitation: statements regarding the ~~current~~delisting ~~reports~~of ~~filed in~~the ~~July~~Company’s ~~2020,~~common ~~Wuhan~~stock ~~Kingold~~from the Nasdaq Capital Market and the quotation of the Company’s ~~CEO~~common ~~and~~stock ~~Chairman~~on the OTC Markets. The discussion of such matters is qualified by the ~~Board,~~inherent risks Mrand uncertainties surrounding future expectations generally and also may materially differ from actual future experience involving any one or more of such matters. ~~Zhihong~~Such ~~Jia~~risks and uncertainties include, ~~have~~among ~~been~~others: ~~involved~~the risks that are described from time to time in ~~several~~the Company’s reports filed with the SEC. This current report on Form 8-K speaks only as of its date, and ~~legal~~the ~~proceedings~~Company disclaims any duty to update the information herein.

~~Anxin Litigation~~Item ~~Update~~9.01 As previously disclosed, in February 2020, Anxin Trust Co., Ltd. (“Anxin Trust”) filed a lawsuit against Wuhan Kingold and the Company’s CEO in connection with the loan dispute arising from the loan agreement Wuhan Kingold entered into with Anxin Trust on January 29, 2016, and related extension and supplemental agreements. In April 2020, the plaintiff amended its complaint to add an additional defendant, Wuhan Kingold Industrial Group Co., Ltd, a related party to the Company, to the case and to change the outstanding balance of the due and payable amount under the loan from approximately RMB 0.39 billion in interest to a total of approximately RMB 2.3 billion including approximately RMB 2.0 billion of loan principal. This loan dispute suit is pending with the Shanghai Financial ~~Court~~Statements ~~(the “Financial Court”). To preserve the defendants’ assets pending the outcome of the trial, in May 2020, the Financial Court issued a ruling~~ and ordered to freeze the defendants’ assets of an aggregate value of approximately RMB 1.9 billion, including bank deposits, real property or personal property. At present, the parties’ suit regarding venue change is pending with the Shanghai High People’s Court and no hearing has been scheduled as of the date of this report.Exhibits

Enforcement Orders by Court. Wuhan Intermediate People’s Court and Shandong Yantai Intermediate People’s Court have issued multiple orders to enforce Wuhan Kingold’s repayment obligations in accordance with the loan agreements and its performance of the remedy provisions as provided in the agreements upon the occurrence of default events. Such court orders were issued based on the official certification provided by several notary public offices in China certifying that the loan agreements between Wuhan Kingold and the lenders were valid and legally enforceable under Chinese law. In addition, the court orders also directed Wuhan Kingold to report the information regarding all of its assets to the courts.

Exhibit		Description
99.1		Press release dated August 11, 2020.

~~Government Investigation.~~Pursuant ~~An investigation has been launched in Wuhan into the facts related~~ to ~~certain allegations regarding~~ the ~~adequacy~~ ~~and integrity~~ requirements of ~~gold~~the inSecurities ~~the~~Exchange ~~control~~Act of 1934, the ~~lenders~~registrant ~~that~~has ~~was~~duly ~~used~~caused asthis ~~collateral~~report to ~~secure~~be ~~the~~signed ~~loans~~on ~~Wuhan~~its ~~Kingold~~behalf ~~borrowed from~~by ~~those lenders under~~ the ~~relevant~~undersigned hereunto ~~loan~~duly ~~agreements~~authorized.

~~Frozen Bank~~KINGOLD ~~Accounts~~JEWELRY, INC. ~~All~~By: ~~of Wuhan Kingold’~~/s/ ~~bank~~Zhihong ~~accounts~~Jia ~~have~~Name: ~~been~~Title: ~~frozen~~Zhihong inJia ~~connection~~Chief ~~with~~Executive ~~and as a result of various legal proceedings.~~Officer

~~Special Committee~~Date: ~~Update.~~August ~~As previously disclosed~~11, a special committee of the Board (the “Special Committee”) has been established to oversee an internal investigation into certain issues raised to the Board’s attention related to allegations in recent news articles that the gold pledged as collateral by Wuhan Kingold to secure certain loans was not pure gold (the “Internal Investigation”). However, the Special Committee is at present unable to retain independent advisors to conduct the Internal Investigation, because the Special Committee has been advised by the Company management that substantially all of the Company’s bank accounts have been frozen and as a result, the Special Committee is unable to access funds to retain advisors to conduct the investigation.2020

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.

KINGOLD JEWELRY, INC. By: /s/ Yi Huang Name: Yi Huang Title: Acting Chief Financial Officer

Date: July 14, 2020

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