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): ~~June~~September 3023, 2011

Jingwei International Limited

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

333-122557	20-1970137
(Commission File Number)	(IRS Employer Identification No.)

Room 701-702, Building 14, Keji C. Rd., 2nd, Software Park

Nanshan District,

Shenzhen, PRC 518057

(Address of principal executive offices and zip code)

+ 86-0755-83437888

(Registrant’s telephone number including area code)

(Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 1.~~07 Submission~~01 ofEntry ~~Matters~~into to a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On September 23, 2011, Jingwei International Limited (the “Company”), ~~held~~New ~~its~~Yulong ~~annual~~Information Technology ~~meeting~~Co. ofLtd. ~~stockholders~~ (“~~Annual~~New ~~Meeting~~Yulong IT”) ator ~~9:00~~the “Seller”), a~~.m.~~ ~~local~~wholly ~~time~~owned onsubsidiary ~~July~~of 1the Company, ~~2011~~and atMr. ~~its~~George ~~executive~~Du ~~offices~~(the ~~in Shenzen~~“Purchaser”), ~~People~~the Company’s ~~Republic~~Chief ofExecutive, ~~China~~President and Chairman, entered into a Stock Purchase Agreement (~~9:00~~the p“Purchase Agreement”), pursuant to which New Yulong IT agreed to sell and the Purchaser agreed to acquire all of the outstanding shares of Beijing New Media Advertising Co.m Ltd. ~~Eastern~~(“Beijing ~~Standard~~New ~~Time~~Media”). Under onthe ~~June~~terms 30of the Purchase Agreement, ~~2011~~the Purchaser will pay New Yulong IT a purchase price of $858,149, which is equal to the net book value of Beijing New Media (the “Purchase Price”), and the Purchase Price shall be paid in full at closing, by wire transfer of immediately available funds to ~~vote~~an onaccount designated by Seller in writing prior to the ~~following~~closing ~~matters:~~date. This acquisition is expected to be completed before October 31, 2011.

~~1. Election~~A copy of ~~Directors~~the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

~~All~~Item 7.01 ofRegulation FD the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualifiedDisclosure.

Nominee	For	Against	Withheld	Broker Non-Votes
George Du	13,423,206	0	14,718	4,620,170
Rick Luk	13,423,706	0	14,218	4,620,170
Corla Chen	13,423,706	0	14,218	4,620,170
Jason Chen	13,423,706	0	14,218	4,620,170
Lily Sun	13,423,706	0	14,218	4,620,170

The Company issued a press release on September 29, 2011, announcing that the parties had entered into the Purchase Agreement and other corporate information. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2The information in set forth in Item 7. ~~Ratification~~01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K will not be incorporated by reference into any registration statement or other document filed by the Company’s ~~Independent~~under ~~Auditors~~the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

~~Stockholders~~Item ~~ratified~~9.01 ~~the~~Financial ~~appointment~~Statements ofand ~~Marcum Bernstein & Pinchuk LLP as the independent auditors of the Company for the fiscal year ended December 31, 2011, in accordance with the voting results listed below~~Exhibits.

For	Against	Abstain	Broker Non-Votes
17,945,240	103,180	9,674	-

(d)

Exhibits

3. Approval of Amendment to 2008 Omnibus Securities and Incentive Plan

Exhibit No.	Description

10.1	Stock Purchase Agreement dated as of September 23, 2011 among Jingwei International Limited, New Yulong Information Technology Co. Ltd. and Mr. George Du
99.1	Press Release dated September 29, 2011

Stockholders approved the amendment to the Company’s 2008 Omnibus Securities and Incentive Plan to increase the number of shares of the Company’s common stock reserved for issuance under the plan to 2~~,800,000 shares, in accordance with the voting results listed below.~~

For	Against	Abstain	Broker Non-Votes
13,314,860	82,064	41,000	4,620,170

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.

JINGWEI INTERNATIONAL LIMITED Date: July 4 , 2011 By: /s/ George Du Name: George Du Title: Chairman and CEO

	JINGWEI INTERNATIONAL LIMITED


	By:	/s/ Yong Xu
	Name: Yong Xu
	Title: Chief Financial Officer

Dated: September 29, 2011

Exhibit Index

Exhibit No.	Description

10.1	Stock Purchase Agreement dated as of September 23, 2011 among Jingwei International Limited, New Yulong Information Technology Co. Ltd. and Mr. George Du
99.1	Press Release dated September 29, 2011

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