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~~December 2924, 2015

CHINA HOUSING & LAND DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

NEVADA	~~001~~000-~~34065~~51429	20-1334845
State or Other Jurisdiction of Incorporation	Commission File Number	I.R.S. Identification Number

1008 Liuxue Road, Baqiao District

Xi’an, Shaanxi Province

China 710038

(Address of principal executive offices) (zip code)

86-29-83328813

(Registrant’s telephone number, including area code)

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) ¨þ Soliciting material pursuant to Rule 14a-12(b) 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 8.01. Other Events.

On ~~July~~December 2224, 2015, ~~the Board of Directors (the “Board”) of~~ China Housing & Land Development, Inc. (the “Company”) ~~held~~ issued a ~~board~~press ~~meeting~~release toannouncing ~~consider~~the ~~available~~postponement ~~strategic~~of ~~alternatives~~the record date for its proposed 50,000-to-1 ~~including~~reverse stock split (the ~~possibility~~“Reverse ofStock ~~implementing~~Split”) to a ~~reverse~~date ~~stock~~that will ~~split~~be ~~similar~~established in ~~nature~~the tofirst ~~the~~quarter ~~reverse~~of ~~stock~~2016. ~~split~~The Company previously ~~considered~~anticipated ~~but~~that ~~subsequently~~the ~~terminated~~record indate ~~late~~would ~~2014~~be ~~given~~at ~~the~~least 10 days ~~Company’s~~prior ~~then~~to ~~current~~the ~~financial~~date ~~condition~~of ~~and~~the ~~circumstances.~~special ~~The~~meeting ~~Board~~of ~~then~~its ~~formed~~stockholders, awhich ~~special~~is ~~committee~~currently ~~consisting~~scheduled ~~of all~~for ~~independent~~Wednesday, ~~directors~~December on30, ~~the~~2015 ~~Board~~at 9:00am, Beijing time (~~the~~Tuesday, ~~“Special~~December ~~Committee”)~~29, ~~including~~2015 ~~Messrs~~at 8:00pm U.S. ~~Suiyin~~Eastern ~~Gao,~~Time). ~~Yusheng Lin,~~The ~~Maosheng~~Company ~~Luo~~is ~~and~~postponing ~~Mingduo~~the ~~Yang~~record date to ~~further~~a ~~explore~~date that ~~and~~is ~~more~~closer ~~fully~~in ~~consider~~time ~~and~~to ~~evaluate~~the ~~available~~projected ~~strategic~~effective date of the Reverse Stock Split, which the Company anticipates will be implemented ~~alternatives~~during the first quarter of 2016.

OnAs ~~August~~described ~~26,~~in ~~2015,~~ the Company’s definitive ~~executive~~proxy ~~officers,~~statement ~~Mr.~~filed ~~Pingji~~with ~~Lu,~~the ~~Ms.~~Securities ~~Jing~~and LuExchange ~~and~~Commission ~~Ms.~~on ~~Fang~~November ~~Nie~~23, ~~submitted~~2015, to the ~~Special~~Company’s ~~Committee~~stockholders aare ~~proposal to: (i) effect~~being aasked ~~reverse stock split at a ratio of 1-for-50,000; and (ii) in lieu of issuing any fractional shares~~ to ~~stockholders~~approve ~~who would hold fractional shares as a result of~~ the ~~reverse~~Reverse ~~stock~~Stock ~~split,~~Split ~~make~~in aorder ~~cash payment from the Company~~ to ~~each~~reduce ~~such stockholder equal to US$2.70 multiplied by~~ the number of ~~shares~~holders ~~held~~of byrecord ~~such stockholder prior~~ to ~~the~~less ~~reverse~~than ~~stock split (the “Proposal”)~~300. The ~~Special~~Reverse ~~Committee retained Pillsbury Winthrop Shaw Pittman LLP and Duff & Phelps~~Stock Split, ~~LLC~~if toapproved ~~serve~~by ~~as its independent legal advisor and financial advisor~~stockholders, ~~respectively,~~would ~~and~~allow ~~assist~~ the ~~Special~~Company ~~Committee~~to in“go ~~its~~private” ~~evaluation~~by ofterminating ~~the~~its ~~Proposal.~~registration Onunder ~~September~~the ~~11,~~Securities ~~2015,~~Exchange ~~Mr.~~Act ~~Pingji~~of ~~Lu,~~1934 ~~Ms. Jing Lu~~ and ~~Ms.~~removing ~~Fang~~its ~~Nie~~common ~~submitted a revised proposal for the contemplated reverse~~ stock ~~split~~from ~~with an~~quotation ~~increased~~on ~~cash-out price of US$3.00 per share (~~the ~~“Revised Proposal”)~~NASDAQ.

OnAs ~~September~~a ~~29,~~result ~~2015, following extensive review and analysis~~ of the ~~available~~change ~~strategic~~in ~~alternatives,~~exchange ~~including the Revised Proposal, Duff & Phelps, LLC~~rate ~~rendered an opinion to the Special Committee that the terms~~ of the ~~Revised~~Renminbi ~~Proposal are fair~~ to ~~unaffiliated stockholders from a financial point of view (the “Fairness Opinion”)~~U.S. ~~Based on the Fairness Opinion~~Dollars, asrestrictions ~~well~~imposed asby the ~~advice~~ ofChinese ~~its~~banking ~~independent~~system, ~~legal~~ and ~~financial advisors,~~ the ~~Special~~reallocation ~~Committee~~of ~~unanimously~~capital ~~approved the Revised Proposal and~~expenditures ~~recommended~~associated ~~its~~with ~~submission to~~ the ~~Board~~ongoing ~~for~~realignment ~~its~~of ~~review and approval. On September 29, 2015,~~ the ~~Board unanimously approved the Revised Proposal and authorized its submission to the~~ Company’s ~~stockholders~~labor ~~for~~force, ~~their approval at a special meeting to be called in~~ the ~~near future. In the coming weeks the~~ Company’s ~~expects~~management todetermined ~~file with the Securities and Exchange Commission (the “SEC”) a Schedule 13E-3 transaction statement and a preliminary proxy statement on Schedule 14A~~ that ~~will~~it ~~contain additional information and details regarding the reverse stock split approved by the Board~~was ~~(the~~appropriate ~~“Reverse~~to ~~Stock~~delay ~~Split”). As a result of~~ the ~~Reverse~~timing ~~Stock Split, stockholders holding fewer than 50,000 pre-Reverse Stock Split shares~~ of ~~Company common stock as of~~ the ~~effective~~record date of the Reverse Stock Split will have no further interest in the Company and will no longer be stockholders of the Company. Stockholders holding 50,000 or more pre-Reverse Stock Split shares of common stock as of the effective date of the Reverse Stock Split will continue to ~~be stockholders of~~ the ~~Company~~first ~~after~~quarter ~~the Reverse Stock Split. The purpose~~ of the Reverse Stock Split is to reduce the number of record holders of the Company’s common stock to fewer than 300, thereby enabling us to deregister our common stock under the Securities Exchange Act of 1934 and suspend our duty to file periodic reports and other information with the SEC thereunder2016.

~~The~~A ~~Company~~copy ~~intends~~of tothe ~~call~~Company’s apress ~~special~~release ~~meeting~~announcing ~~of stockholders at which~~ the ~~Reverse~~postponement ~~Stock~~of ~~Split will be subject to approval by~~ the ~~Company's~~record ~~stockholders,~~date ~~and~~for ~~there can be no assurance that~~ the Reverse Stock Split ~~will~~is beattached ~~implemented~~hereto as ~~proposed,~~Exhibit or99.1 atand ~~all~~incorporated by reference herein.

~~Safe~~Item ~~Harbor~~9.01. ~~Statement~~Financial Statements and Exhibits

~~This~~(d) Form 8-K disclosure contains forward-looking information about the Company including certain statements regarding the anticipated Reverse Stock Split. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as believe, expect, may, will, should, project, plan, seek, intend, or anticipate or the negative thereof or comparable terminology, and include discussions of strategy, and statements about industry trends and the Company’s future performance, operations, and products.Exhibits

Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Actual performance results may vary significantly from expectations and projections. Further information regarding this and other risk factors are contained in the Company’s other public filings with the U.S. Securities and Exchange Commission. All information provided in this Form 8-K and in any attachments are as of the date of the Form 8-K, and the Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

Exhibits	Description

99.1	Press Release dated December 24, 2015.

~~SIGNATURE~~Safe Harbor Statement

~~Pursuant~~This toForm 8-K disclosure may contain forward-looking information about China Housing & Land Development, Inc. which is covered under the ~~requirements~~safe ofharbor for forward-looking statements provided by the Private Securities ~~and~~ ~~Exchange~~Litigation Reform Act of ~~1934,~~1995. ~~the~~Forward-looking ~~registrant~~statements ~~has~~are ~~duly~~statements ~~caused~~that ~~this~~are ~~report~~not tohistorical facts. beThese ~~signed~~statements oncan ~~its~~be ~~behalf~~identified by the ~~undersigned~~use ~~hereunto~~of ~~duly~~forward-looking terminology such as believe, expect, may, will, should, ~~authorized~~project, plan, seek, intend, or anticipate or the negative thereof or comparable terminology, and include discussions of strategy, and statements about industry trends and China Housing & Land Development’s future performance, operations, and products.

	CHINA HOUSING & LAND DEVELOPMENT, INC.
Dated: September 29, 2015	By:	/s/ Pingji Lu
	Name: Pingji Lu
	Title: Chief Executive Officer

Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Actual performance results may vary significantly from expectations and projections. Further information regarding this and other risk factors are contained in China Housing’s other public filings with the U.S. Securities and Exchange Commission. All information provided in this Form 8-K and in any attachments are as of the date of the Form 8-K, and the companies do not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA HOUSING & LAND DEVELOPMENT, INC.


Dated: December 24, 2015	By: /s/ Pingji Lu
	Name: Pingji Lu
	Title: Chief Executive Officer

Filing Compare · China Housing & Land Development, Inc.