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): ~~September~~ 13October 28, 2016 (~~September~~October 828, 2016)

Commission file number: 000-54072

China Ginseng Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada		20-3348253
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

64 Jie Fang Da Road

Ji Yu Building A, Suite 1208

Changchun City, China

130022

(Address of principal executive offices)

(Zip Code)

Ji Yu Building A, Suite 1208

Changchun City, China 130022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone (01186) 43185790039

Copies to:

Hunter Taubman Fischer & Li LLC

1450 Broadway, 26^th Floor

New York, NY 10018

Tel: 212-732-7184

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 1 5.0102: ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement.~~Officers; Election of Directors; Appointment of Principal Officers

~~From~~On October ~~April 2013 to July 2014~~28, ~~China Ginseng Holdings~~2016, ~~Inc~~Mr. ~~(the~~Long ~~“Company”)’s~~He ~~subsidiaries,~~tendered ~~Jilin~~his ~~Huamei~~resignation ~~Beverage~~to ~~Co.,~~China ~~Ltd. and Huaxia~~ Ginseng ~~Industry~~Holdings, CoInc.~~, Ltd.~~ (~~each~~the a “~~Debtor,~~Company” ~~together “Debtors”~~) ~~and~~as ~~Changzhen Liu,~~ the Company’s ~~former chief executive~~ ~~officer,~~ Chairman ~~of Company’s board of directors (the “Board”)~~, ~~and~~ Director ofand ~~the~~Chief ~~Board~~Executive Officer, ~~borrowed~~effective ~~from Changchun City Langyin Small Loan Co~~immediately., ~~Ltd~~Mr. ~~(formerly~~He’s ~~Changchun~~resignation ~~City~~did ~~Jikailong~~not ~~Small~~result ~~loan~~from ~~Co.,~~any ~~Ltd.) (the “Creditor”), certain~~disagreement ~~loans~~regarding ~~that~~any asmatter ofrelated ~~June~~to ~~1, 2016,~~ the ~~aggregate~~Company’s ~~outstanding~~operations, ~~amount~~policies ~~of principle and interest was approximately US$1.61 million (~~or ~~RMB~~ ~~37 million) (“Total Outstanding Balance”)~~practices.

~~Pursuant to a Share Pledge Agreement entered~~On ~~into on September 8, 2016 (~~the ~~“Effective~~same ~~Date”)~~day, byMr. ~~and~~Yuxiang ~~between~~Zhang ~~the~~tendered ~~Company,~~his ~~the~~resignation ~~Debtors and the Creditor, the Creditor agreed~~ to ~~extend~~ the ~~repayment of the Total Outstanding Balance to March 31, 2017 (the “Maturity Date”) in exchange of the~~ Company’s ~~agreement~~as ~~to pledge 10 million restricted shares of~~ the ~~Company’s~~Director ~~common~~effective ~~stock (the “Shares”) to the Creditor~~immediately. ~~Based on the current trading price, the Shares have a market value of approximately $1~~Mr.16 ~~million (or RMB 26.6~~Zhang’s ~~million)~~resignation ~~and~~did ~~the~~not ~~parties~~result ~~agreed~~from ~~the~~any ~~current~~disagreement ~~market~~regarding ~~value~~any ofmatter ~~the~~related ~~Shares represents the secured loan balance (the “Secured Loan Balance”). In the event that the Debtors fail~~ to ~~repay~~ the ~~Secured Loan Balance prior to Maturity Date, a percentage of the Shares in proportion to the outstanding Secured Loan Balance in default, will be issued by the~~ Company’s ~~to the Creditor. According to the Share Pledge Agreement~~operations, ~~the~~policies ~~amount~~or ~~of Secured Loan Balance will be deducted from the Total Outstanding Balance~~practices. ~~As the Creditor is a non-U.S. entity, the restricted Shares will be issued to the Creditor pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).~~

~~Item~~On the ~~2.03~~same ~~Creation~~day, the Company’s Board of aDirectors ~~Direct~~appointed ~~Financial~~Mr. ~~Obligation~~Jiankun orSong anas ~~Obligation~~the ~~under~~Company’s anChairman ~~Off-Balance~~and ~~Sheet~~Chief ~~Arrangement~~Executive Officer. ofMr. Song has been a ~~Registrant~~Director of the Company since 2005.

~~See~~There are ~~Item~~no 1family relationships between Mr.01 ~~above,~~Song ~~which~~and isany ~~incorporated~~other ~~herein by~~employees ~~reference~~or members of the board of directors of the Company.

~~Item~~There are 9no related party transactions with regard to Mr.01 ~~Financial~~Song ~~Statements~~reportable ~~and~~under ~~Exhibits~~Item 404(a) of Regulation S-K.

~~(d)~~We are ~~Exhibits~~currently negotiating the terms of Mr. Song’s employment agreement, and will file a copy of the agreement when it becomes available.

Exhibit No.		Description
10.1		Share Pledge Agreement dated September 8, 2016

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

	China Ginseng Holdings, Inc.

Date: October 28, 2016	By:	/s/ Ying Ren
		Ying Ren Chief Financial Officer

	China Ginseng Holdings, Inc.
Date: September 13, 2016	By:	/s/ Long He
		Long He
		Chief Executive Officer

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