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): July 25, 2011

COGO GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-02642	52-0466460
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 10001,

Tower C, Skyworth Building,

High-Tech Industrial Park,

Nanshan, Shenzhen 518057, PRC

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 011-86-755-267-43210

____________________________________

(Former Name or Former Address, if Changed Since Last Report)

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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

Cogo Group, Inc. (the “Company”) held a special meeting of stockholders on July 25, 2011 (the “Special Meeting”). There were 35,871,520 shares of common stock entitled to be voted, and 29,935,816 shares present in person or by proxy, at the Special Meeting.

One item of business was acted upon by stockholders at the Special Meeting. The voting results are as follows:

Redomestication Merger.

Stockholders approved the merger of the Company into its indirect subsidiary, a Cayman Islands company, resulting in the Company redomesticating to the Cayman Islands.

Votes For		Withheld		Abstain		Broker Non-Votes

	28,229,582		1,679,566		26,668		0

SIGNATURE

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.

Dated: July 26, 2011	COGO GROUP, INC.

	By:	/s/Frank Zheng
		Name: Frank Zheng
		Title: Chief Financial Officer

Cogo Group, Inc. 8-K