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): August 1120, 2020 (August 615, 2020)

KINGOLD JEWELRY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15819	13-3883101
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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 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))

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 34.01 ~~Notice~~Changes ofin ~~Delisting~~Registrant’s orCertifying ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Accountant

OnBy ~~August~~letter ~~11,~~dated ~~2020, Kingold Jewelry Inc. (the “Company”) notified The NASDAQ Stock Market (“NASDAQ”) of the Company’s intent to voluntarily delist its common stock from the NASDAQ Capital Market. On~~ August 2115, 2020, ~~following~~the ~~a ten-day period that commences after~~independent ~~the~~registered ~~Company~~public ~~provided~~accounting ~~notice~~firm of ~~its~~Kingold ~~intent~~Jewelry ~~to delist to NASDAQ, the Company intends to file with NASDAQ and the U~~Inc.S. ~~Securities and Exchange Commission~~ (the “~~SEC~~Company”), aFriedman ~~Form~~LLP, 25resigned, ~~relating~~effectively ~~to the delisting of its common stock from the NASDAQ Capital Market~~immediately. Friedman LLP Itserved isas ~~anticipated that trading of~~ the Company’s ~~common~~independent ~~stock~~registered onpublic ~~the~~accounting ~~Nasdaq~~firm ~~Capital~~since ~~Market~~March ~~will be suspended upon the filing of the Form 25 on August 21~~8, ~~2020~~2010. The delisting will become effective on August 31, 2020, ten days after the filing date of the Form 25. The Company expects its common stock to be quoted and traded on the OTC Markets from the filing of the Form 25 on August 21, 2020, although it cannot assure that this will be the case.

~~The~~In ~~decision~~its toresignation ~~delist~~letter, ~~from~~Friedman ~~NASDAQ resulted~~LLP ~~from~~informed the ~~Board~~Audit ofCommittee ~~Directors’~~that ~~review~~Friedman ofLLP ~~numerous~~had ~~factors,~~become ~~particularly~~aware ~~the~~of ~~cost~~information ~~and~~related ~~feasibility~~to ofthe ~~ongoing~~Company’s ~~compliance~~financial ~~with~~statements for the ~~NASDAQ~~years ~~listing~~ended ~~requirements~~December ~~and~~31, ~~the~~2016, ~~Company’s~~December ~~current~~31, ~~financial~~2017 ~~condition. In~~and ~~considering~~December ~~whether~~31, to2018 ~~delist from~~(the ~~NASDAQ~~“2016, ~~the~~2017 ~~Company~~and ~~considered~~2018 inFinancial ~~particular~~ Statements”) that itwas ~~had~~not ~~received~~known ~~written~~to ~~notices~~Friedman ~~dated~~LLP ~~June~~at ~~30,~~the ~~2020~~time ~~and~~of ~~July~~its 2,audits ~~2020~~and ~~from the~~that ~~Listing~~was ~~Qualifications department~~ of ~~The~~such ~~NASDAQ~~a ~~Stock~~nature ~~Market~~and ~~(the~~from ~~“Notices”)~~such ~~indicating~~a source that ~~the Company is not~~Friedman inLLP ~~compliance~~would ~~with~~have ~~the~~investigated ~~requirements~~such ofinformation ~~NASDAQ~~if ~~Listing~~it ~~Rule~~had ~~5250(c)(1)~~come to ~~file~~Friedman ~~its~~LLP’s ~~annual~~attention ~~report~~during onthe ~~Form~~conduct ~~10-K~~of ~~for~~ the ~~year ended~~audits ~~December~~of 31the 2016, ~~2019~~2017 and ~~its~~2018 ~~quarterly~~Financial ~~report~~Statements. onBecause ~~Form~~of ~~10-Q~~its ~~for~~conclusion that the ~~period~~Company ~~ended~~had ~~March~~not ~~31,~~provided ~~2020.~~sufficient ~~Pursuant~~support of toFriedman ~~the~~LLP’s ~~Notices,~~efforts ~~the Company was required~~ to ~~submit~~conduct a ~~plan~~satisfactory toinvestigation ~~regain~~of ~~compliance~~such ~~with~~matters, ~~Rule~~Friedman ~~5250(c)(1)~~LLP ~~for~~notified the ~~delinquent~~Audit ~~Form~~Committee of ~~10-K~~its ~~and~~immediate ~~Form 10-Q~~resignation.

OnFriedman ~~July~~LLP’s ~~16,~~audit ~~2020,~~reports ~~the~~on ~~Company submitted~~the ~~such~~financial ~~plan~~statements tofor the ~~Listing~~two ~~Qualifications~~most ~~department~~recent ~~and~~fiscal ~~was~~years ~~advised~~did bynot ~~telephone~~contain onan ~~August~~adverse 6,opinion ~~2020~~or ~~that~~disclaimer ~~the~~of ~~plan~~opinion, ~~was~~and were not ~~accepted. As~~qualified ~~such~~as to uncertainty, ~~the~~audit ~~Company~~scope ~~understands~~or ~~that~~accounting itprinciples. During isthe ~~likely~~Company’s ~~NASDAQ~~two ~~will~~most ~~commence~~recent ~~procedures~~fiscal years toand ~~delist~~subsequent ~~the~~interim ~~Company~~period preceding Friedman LLP’s ~~common~~resignation, ~~stock~~there ~~from the~~were ~~NASDAQ~~no ~~Capital~~disagreements ~~Market.~~with ~~Upon~~Friedman ~~being~~LLP ~~advised~~on any matter of ~~the~~accounting ~~rejection~~principles ofor ~~the~~practices, ~~plan~~financial statement disclosure, ~~the~~or ~~Board~~auditing ofscope ~~the~~or ~~Company~~procedures, ~~weighed~~which disagreements, if not resolved to the ~~likelihood~~satisfaction of ~~prevailing~~ onFriedman anLLP, ~~appeal~~would ofhave ~~delisting~~caused ~~against~~it ~~the~~to ~~cost~~make ofreference ~~such~~to anthe ~~appeal~~subject ~~and~~matter ~~determined~~of tothe ~~file~~disagreement in aconnection ~~voluntary~~with ~~delisting~~its ~~notice~~report.

AItem ~~copy~~4.02 ofNon-Reliance ~~the~~on ~~press~~Previously ~~release~~Issued ~~issued~~Financial byStatements ~~the Company~~or ~~with~~a ~~respect~~Related toAudit ~~this~~Report ~~matter~~or isCompleted ~~attached~~Interim ~~hereto as Exhibit 99.1.~~Review

~~Forward-Looking~~In ~~Information~~its Isresignation ~~Subject~~letter dated August 15, 2020, Friedman LLP requested that the Company take immediate steps to ~~Risk~~make the necessary Form 8-K filing stating that further reliance should no longer be placed on its previously issued audit reports for the 2016, 2017 and ~~Uncertainty~~2018 Financial Statements. The non-reliance request by Friedman LLP is based on its conclusion that Friedman LLP was unable to obtain the Company’s support to conduct a satisfactory investigation of the information mentioned above in Item 4.01. The Company’s Audit Committee has discussed with Friedman LLP the matters disclosed under this item.

A ~~number~~copy of ~~the~~Friedman ~~matters~~LLP’s ~~discussed~~letter ~~in this Current Report on~~dated ~~Form~~August ~~8-K~~15, ~~that~~2020 ~~are~~is ~~not~~filed ~~historical~~as orExhibit ~~current~~7.1 ~~facts~~to ~~deal~~this ~~with~~report ~~potential~~on ~~future~~Form ~~circumstances and developments. Forward~~8-~~looking~~K ~~statements include, without limitation: statements regarding the delisting of the Company’s common stock from the Nasdaq Capital Market~~ and ~~the~~is ~~quotation~~incorporated ofherein ~~the~~as ~~Company’s~~so ~~common stock on the OTC Markets~~filed. The ~~discussion of such matters is qualified by the inherent~~summary ~~risks and uncertainties surrounding future expectations generally and also may materially differ from actual future experience involving any one or more~~ of ~~such matters. Such risks and uncertainties include, among others:~~ the ~~risks~~letter ~~that are described from time to time~~ in ~~the~~this ~~Company’s reports filed with the SEC. This current~~ report onis ~~Form~~modified ~~8-K speaks only as of its date,~~ and ~~the~~ ~~Company~~supplemented ~~disclaims~~by ~~any~~such ~~duty to update the information herein~~exhibit.

In accordance with Item 9304(a)(3) of Regulation S-K, the Company has provided Friedman LLP with a copy of this report on Form 8-K and requested Friedman LLP to furnish to the Company as promptly as possible a letter addressed to the Securities and Exchange Commission stating whether Friedman LLP agrees with the statements made by the Company in response to Items 4.01 ~~Financial~~and ~~Statements~~4.02 and, ~~Exhibits~~if not, stating the respects in which it does not agree. The letter from Friedman LLP is filed as Exhibit 7.2 to this Form 8-K.

Exhibit		Description
99.1		Press release dated August 11, 2020.

Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(99) ~~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.~~Exhibits

~~KINGOLD~~The ~~JEWELRY,~~exhibits ~~INC.~~listed ~~By:~~in ~~/s/~~the ~~Zhihong~~following ~~Jia~~Exhibit ~~Name:~~Index ~~Title:~~are ~~Zhihong~~filed or ~~Jia~~furnished ~~Chief~~as ~~Executive~~part ~~Officer~~of this report.

Date: August 11, 2020

Exhibit No.		Description

7.1		Letter from Friedman LLP dated August 15, 2020
7.2		Letter from Friedman LLP dated August 20, 2020

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.

	Kingold Jewelry Inc.

Date: August 20, 2020	By:
		/s/ Zhihong Jia
		Zhihong Jia
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

7.1		Letter from Friedman LLP dated August 15, 2020
7.2		Letter from Friedman LLP dated August 20, 2020

Filing Compare · KINGOLD JEWELRY, INC.