UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): ~~June 13~~ January 31, ~~2012~~2013

WUHAN GENERAL GROUP (CHINA), INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 001-34125 (Commission File Number) 84-1092589 (IRS Employer Identification No.)

Nevada

001-34125

84-1092589

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Canglongdao Science Park of Wuhan East Lake Hi-Tech Development Zone Wuhan, Hubei 430200 People’s Republic of China (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (86) 27-5970-0069 N/A (Former name or former address, if changed since last report)

Wuhan, Hubei 430200

People’s Republic of China

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (86) 27-5970-0069

N/A

(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):

¨o 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~~o ~~3.01.~~Soliciting ~~Notice~~material ofpursuant ~~Delisting or Failure~~ to ~~Satisfy~~Rule a14a-12 ~~Continued~~under ~~Listing~~the ~~Rule~~Exchange orAct ~~Standard;~~(17 ~~Transfer~~CFR ~~of Listing~~240.14a -12)

~~Withdrawal~~o ofPre-commencement ~~request~~communications ~~for~~pursuant ~~hearing~~to ~~before Nasdaq~~Rule ~~Hearing~~14d-2(b) ~~Panel~~under the Exchange Act (17 CFR 240.14d -2(b))

Ono ~~June~~Pre-commencement ~~13,~~communications ~~2012,~~pursuant ~~Wuhan~~to ~~General~~Rule ~~Group~~ 13e-4(~~China~~c)~~, Inc.~~ ~~(the~~under ~~“Company”), withdrew its request for a hearing before The NASDAQ Stock Market LLC (“Nasdaq”) Hearings Panel. As a result,~~ the ~~Company’s~~Exchange ~~common~~Act ~~stock~~ (~~the~~17 ~~“Common~~CFR ~~Stock”) was suspended from listing on Nasdaq on June 15, 2012~~240.13e ~~The Common Stock is currently quoted on the OTCQB Pink Sheets, under the same symbol as it was listed under on Nasdaq: “WUHN”.~~-4(c))

~~As previously~~Item ~~disclosed,~~5.02 onDeparture ~~May~~of ~~17,~~Directors ~~2011,~~or ~~the~~Certain ~~Company~~Officers; ~~received~~Election ~~a letter from the Nasdaq stating that, based on the closing bid price~~ of ~~the~~Directors; ~~Common~~Appointment Stock for the last 30 consecutive business days, the Company did not meet the minimum bid price requirement for continued listing set forth in Listing Rule 5550(a)(2) (the “Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a grace period of ~~180~~Certain ~~calendar~~Officers; ~~days,~~Compensatory ~~until~~Arrangements November 14, 2011, to regain compliance with the minimum bid price requirement. The Company did not regain compliance by November 14, 2011. On November 15, 2011, Nasdaq granted the Company an additional extension of ~~180~~Certain ~~calendar days, until May 11, 2012, to meet the minimum bid price requirement.~~Officers

~~On May 14, 2012, the Company received written notification~~ (~~the “Notification”) from Nasdaq stating that the Company’s common stock was subject to delisting from Nasdaq, pending the Company’s opportunity to request~~ a ~~hearing before the Nasdaq Hearings Panel (the “Panel”~~)~~. The~~ ~~Notification~~Resignation stated that the Company had not regained compliance with the Rule and if the Company did not request an appeal before the Panel on or before May 21, 2012, the Company’s common stock would be scheduled for delisting at the opening of ~~business~~ ~~on May 23, 2012.~~Director

AsOn ~~previously~~January ~~reported~~31, ~~the Company determined that it would appeal Nasdaq’s determination~~2013, ~~and it submitted a request for a hearing before~~ the ~~Panel~~Board onof ~~May~~Directors ~~18, 2012, which stayed~~ (the ~~delisting~~“Board”) of ~~the~~Wuhan ~~Common~~General ~~Stock~~Group ~~pending~~(China), ~~the Panel’s decision~~Inc. ~~However,~~ (the “Company”) ~~withdrew~~received ~~its~~resignation of ~~request~~Brian ~~for~~Lin afrom ~~hearing before~~ the ~~Panel~~position onof ~~June~~a ~~13,~~member ~~2012,~~of ~~and~~the ~~as a result~~Board, ~~the~~Chairman ~~Common~~of ~~Stock was suspended from listing on Nasdaq at~~ the ~~open~~Audit ofCommittee ~~business on~~and ~~June 15, 2012. In~~ a ~~letter~~member ~~from~~of ~~Nasdaq~~Compensation ~~dated~~Committee of ~~June~~the 13Company, ~~2012,~~effective ~~Nasdaq~~immediately. ~~stated~~Mr. ~~that~~Lin’s itresignation ~~will~~was ~~file~~not a ~~Form~~result 25of ~~Notification~~any ofdisagreement ~~Delisting~~ with the ~~Securities~~Company ~~Exchange~~on ~~Commission~~any matter ~~when~~relating ~~all~~to ~~internal~~the ~~appeal~~Company’s ~~periods have run~~operations, ~~which~~policies ~~will~~(including ~~delist~~accounting ~~the~~or ~~Common~~financial ~~Stock~~policies) ~~from~~or ~~Nasdaq~~practices.

~~Non-compliance~~As ~~with~~a ~~Nasdaq~~result ~~Listing~~of ~~Rule~~Mr. Lin’s ~~5605~~resignation, the Audit Committee of the Company currently consists of two members, Mr. Shi Yu and Mr. Yaojun (Larry) Liu, and the Compensation Committee of the Company currently has Mr. Shi Yu as the sole member.

In addition to not complying with the Rule, the Company remained non-compliant with Nasdaq Listing Rule 5605. On December 12, 2011, David K. Karnes, an independent director and a member of the Company’s Audit Committee and Compensation Committee, decided not to stand for re-election as a member of the Company’s board of directors (~~the “Board”~~b) atAppointment ~~the Company’s annual meeting on December 28, 2011. As a result~~ of ~~Mr.~~Chairman ~~Karnes’s departure, the Company was not in compliance with Nasdaq Listing Rule 5605, as the Board was no longer comprised~~ of aAudit ~~majority of independent directors and the audit committee of the Board was no longer comprised of at least three independent directors.~~Committee

On ~~December~~January 2931, ~~2011~~2013, ~~the Company received~~ aupon ~~letter~~Mr. ~~from~~Lin’s ~~Nasdaq~~resignation, ~~indicating~~the ~~that~~Board ~~effective as~~ of ~~December 28, 2011~~ the Company ~~would~~appointed noMr. ~~longer~~Shi beYu into ~~compliance~~serve ~~with Nasdaq’s independent director and audit committee requirements~~ as ~~set~~Chairman ~~forth~~of inthe ~~Nasdaq~~Audit ~~Listing~~Committee ~~Rule 5605. Pursuant to Nasdaq Listing Rules~~of ~~5605(b)(1)(A) and 5605(c)(4)(A),~~ the Company, ~~was~~effective ~~given~~immediately. aPrior ~~cure period during which it is required~~ to ~~regain~~such ~~compliance~~appointment, ~~with these listing rules~~Mr. ~~Under~~Shi ~~the~~Yu ~~listing~~has ~~rules,~~been ~~the~~serving ~~Company~~as ~~had~~a ~~until~~member of the ~~earlier~~Board of the Company~~’s next annual stockholders’~~ ~~meeting~~since orMarch ~~December 28, 2012~~2009.

OnA ~~May~~brief ~~23,~~description ~~2012, the Board unanimously appointed Yaojun (Larry) Liu as a member~~ of the ~~Board~~background ~~and~~experience ~~as a member~~ of ~~the~~Mr. ~~Audit~~Shi ~~Committee,~~was toprovided ~~hold office until the next annual shareholder meeting or until removed from office~~ in ~~accordance with~~ the ~~Company’s~~Annual ~~bylaws.~~Report ~~The~~on ~~Board~~Form ~~had~~10-K ~~determined~~filed ~~that Mr. Liu qualifies as independent in accordance~~ with the ~~listing~~Securities ~~requirements~~and ofExchange ~~Nasdaq. As a result of Mr. Liu’s appointment~~Commission toon ~~the~~April ~~Board~~6, ~~and~~2012, ~~the~~as ~~Audit Committee~~amended, ~~the Company believed that it has regained compliance with Nasdaq’s independent director~~ and ~~audit~~is ~~committee~~repeated ~~requirements~~here as ~~set forth in Nasdaq Listing Rule 5605.~~follows:

OnShi ~~June 13~~Yu, ~~2012,~~age ~~Nasdaq~~41. Mr. Shi ~~notified~~has ~~the~~served ~~Company that~~as ~~the~~a ~~appointment~~director since March 2009. He has over 20 years of banking and financial management experience. Since October 2008, Mr. ~~Liu~~Shi ~~does~~has ~~not~~served ~~satisfy~~as ~~compliance~~the ~~with~~General ~~Nasdaq~~Manager ~~Listing~~of ~~Rule~~Wuhan ~~5605.~~Zhong ~~Nasdaq’s~~Sheng ~~decision~~Credit ~~was~~Union, ~~based~~which onis a private company in the business of providing small loans to small companies and individuals. From May 2006 to October 2008, Mr. ~~Liu’s~~Shi ~~other~~served ~~public~~Hubei ~~company~~Zongkun Zhaofu ~~affiliations~~Investment Guaranty Co., MrLtd. ~~Liu~~as ~~was~~its legal representative, President and ~~still~~General ~~is,~~Manager aand ~~director~~he was responsible for the daily operations and ~~member~~management of the ~~audit~~company. Hubei ~~committee~~Zongkun is in the business of aproviding financial and investment ~~public~~advice ~~company,~~as ~~which~~well ~~had~~as ~~previously~~small ~~been~~loans ~~delisted~~and ~~from~~loan ~~Nasdaq~~guarantees ~~based~~to ~~on,~~small ~~among~~businesses ~~other~~and ~~reasons,~~individuals. From ~~public~~March ~~interest~~2003 ~~concerns~~to ~~related~~May 2006, Mr. toShi served as the ~~alleged~~President ~~misconduct~~of the Hannan branch of ~~that~~the ~~company’s~~Bank ~~management~~of China, which is a state-owned commercial bank. Mr. Shi holds an MBA from North Jiaotong University.

~~Other~~Mr. ~~Nasdaq~~Shi’s ~~inquiries~~qualifications to serve on our board of directors include his extensive experience in the banking industry that provides the Board with a greater understanding of the banking industry and valuable financial reporting and risk management expertise.

~~Nasdaq has made the following inquiries of the Company since January 2012:~~SIGNATURES

1)Pursuant ~~Nasdaq~~to ~~has~~the ~~inquired~~requirements of ~~about~~ the ~~reasons~~Securities ~~for~~Exchange ~~the~~Act ~~resignation~~ of ~~Philip~~1934, Lothe ~~from~~registrant ~~his~~has ~~positions~~duly ascaused ~~the~~this ~~Chief~~report ~~Financial~~to ~~Officer~~be ~~and~~signed ~~Treasurer~~on ofits ~~the~~behalf ~~Company~~by onthe ~~January~~undersigned hereunto ~~18,~~duly ~~2012~~authorized.

2)Dated: OnFebruary ~~May 14~~26, 2012, Nasdaq inquired about the Company’s progress on its internal control deficiencies referenced in the Company’s Annual Report on Forms 10-K (the “Reports”) for the fiscal years ended December 31, 2011 and December 31, 2010, as the deficiencies listed were identical in both Reports. Nasdaq was also concerned and inquired about the procedures that were taken by the Company in the guaranteeing of a 2010 loan that Xu Jie, the Chairman of the Company, had procured from Huaxia Bank, which had been guaranteed by Wuhan Blower Co., Ltd (“Wuhan Blower”), a subsidiary of the Company. The said loan was repaid by Wuhan Blower and then Wuhan Blower was paid back by Xu Jie.2013

3)Wuhan ~~Nasdaq~~General ~~inquired~~Group ~~whether the Company had properly followed its own procedures in the nominating process when appointing Mr. Liu as a director and member of the Audit Committee. Specifically~~(China), ~~Nasdaq asked if Mr~~Inc. ~~Liu’s~~By: ~~nomination had been presented to the Nominating Committee for approval and whether Mr. Liu’~~/s/ ~~background~~Ruilong ~~had~~Qi ~~properly~~Ruilong ~~been~~Qi ~~reviewed~~Chief ~~and~~Executive ~~vetted.~~Officer

The Company is taking the necessary steps to rectify all of its internal control deficiencies.

SIGNATURES

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.

Date: July 2, 2012	Wuhan General Group (China), Inc.
	By:	/s/ Ruilong Qi
		Name: Ruilong Qi
		Title: Chief Executive Officer

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