UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR or 15(d) ofOF ~~the Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date of ~~earliest event~~Earliest ~~reported~~Event Reported): December 2430, 2015

CHINA HOUSING & LAND DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)

NEVADA	000-51429	20-1334845
Nevada	000-51429	20-1334845
State or Other Jurisdiction of Incorporation	Commission File Number	I.R.S. Identification Number
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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~~ Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction AA2.2. below):

¨ £ Written communications pursuant to Rule 425 under the Securities Act (17 ~~CFR 230~~CFR230.425) 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~~£ Soliciting ~~8.01.~~material ~~Other~~pursuant ~~Events~~to Rule 14-a-12 under the Exchange Act (17 CFR240.14a-12)

~~On December 24, 2015, China Housing &~~£ ~~Land~~Pre-commencement ~~Development,~~communications ~~Inc.~~pursuant ~~(the “Company”) issued a press release announcing the postponement of the record date for its proposed 50,000-~~to-1 ~~reverse~~Rule ~~stock split~~ 14d-2(~~the “Reverse Stock Split”~~b) tounder ~~a date that will be established in~~ the ~~first~~Exchange ~~quarter~~Act of 2016. The Company previously anticipated that the record date would be at least 10 days prior to the date of the special meeting of its stockholders, which is currently scheduled for Wednesday, December 30, 2015 at 9:00am, Beijing time (~~Tuesday,~~17 ~~December 29, 2015 at 8:00pm U~~CPR240.~~S. Eastern Time~~14d-2(b). The Company is postponing the record date to a date that is closer in time to the projected effective date of the Reverse Stock Split, which the Company anticipates will be implemented during the first quarter of 2016. )

~~As described in the Company’s definitive~~£ ~~proxy~~Pre-commencement ~~statement~~communications ~~filed~~pursuant ~~with the Securities and Exchange Commission on November 23, 2015, the Company’s stockholders are being asked~~ to ~~approve~~Rule ~~the~~13e-4(c) Reverse Stock Split in order to reduce the number of holders of record to less than 300. The Reverse Stock Split, if approved by stockholders, would allow the Company to “go private” by terminating its registration under the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR ~~and removing its common stock from quotation on the NASDAQ~~240.13e-4(c))

AsItem ~~a result of the change in exchange rate of the Renminbi to U~~5.S07. ~~Dollars, restrictions imposed by the Chinese banking system, and the reallocation of capital expenditures~~Submission ~~associated with the ongoing realignment~~ of ~~the~~Matters ~~Company’s labor force, the Company’s management determined that it was appropriate~~ to ~~delay~~a ~~the~~Vote ~~timing~~ of ~~the~~Security ~~record date of the Reverse Stock Split to the first quarter of 2016~~Holders.

AAnnual ~~copy~~Meeting of ~~the Company’s press release announcing the postponement of the record date for the Reverse Stock Split is attached hereto as Exhibit 99.1 and incorporated by reference herein.~~Stockholders

~~Item~~On 9December 30, 2015, Beijing time (December 29, 2015 U.01S. ~~Financial~~Eastern ~~Statements~~Time), ~~and~~China ~~Exhibits~~Housing & Land Development, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”).

The following proposals, which are further described in the definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 25, 2015 (dthe “Annual Meeting Proxy Statement”), ~~Exhibits~~were submitted to the Company’s stockholders at the Annual Meeting:

Exhibits	Description
99.1	Press Release dated December 24, 2015.

(1)

Election of seven (7) directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified.

~~Safe~~The ~~Harbor~~following ~~Statement~~nominees were elected as directors, by the votes set forth in the table below:

This Form 8-K disclosure may contain forward-looking information about China Housing & Land Development, Inc. which is covered under the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. 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 China Housing & Land Development’s future performance, operations, and products.

NOMINEE	FOR	WITHHELD
Pingji Lu	4,296,502	318,011
Jing Lu	4,296,502	318,011
Fang Nie	4,296,542	317,971
Suiyin Gao	4,296,635	317,878
Yusheng Lin	4,296,575	317,938
Maosheng Luo	4,296,575	317,938
Mingduo Yang	4,296,575	317,938

~~Such~~(2) ~~statements~~Advisory ~~are~~vote ~~subject~~ to ~~risks~~approve, ~~and uncertainties~~on ~~that~~a ~~could~~non-binding ~~cause~~basis, 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.~~compensation ~~Securities and Exchange Commission. All information provided in this Form 8-K and in any attachments are as~~ of the ~~date~~Company’s ofnamed ~~the~~executive ~~Form 8-K~~officers, ~~and the companies do not undertake any obligation to update any forward-looking statement~~ as a ~~result~~described ofin ~~new~~the ~~information,~~Annual ~~future~~Meeting ~~events~~Proxy ~~or otherwise, except as required under law~~Statement.

~~SIGNATURE~~The proposal was approved by the votes set forth in the table below:

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.

FOR		AGAINST		ABSTAIN
4,283,250		326,311		5,052

	CHINA HOUSING & LAND DEVELOPMENT, INC.
Dated: December 24, 2015	By: /s/ Pingji Lu
	Name: Pingji Lu
	Title: Chief Executive Officer

(3)

Advisory vote to recommended, on a non-binding basis, the frequency of advisory stockholder voting to approve the compensation of the Company’s named executive officers.

The stockholders recommended that the Company conduct advisory stockholder votes every three years by the votes set forth in the table below:

THREE YEARS		TWO YEARS		ONE YEAR		ABSTAIN
4,270,095		10,749		332,069		0

(4)

Ratification of the selection of the Company’s independent registered public accounting firm for the 2015 fiscal year.

The proposal was approved by the votes set forth in the table below:

FOR		AGAINST		ABSTAIN
4,298,107		308,297		8,112

Special Meeting of Stockholders

Also on December 30, 2015, Beijing time (December 29, 2015 U.S. Eastern Time), the Company held a special meeting of Stockholders (the “Special Meeting”). The following proposals, which are further described in the definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on November 25, 2015 (the “Special Meeting Proxy Statement”), were submitted to the Company’s stockholders at the Special Meeting:

(1)

Approval of a 1-for-50,000 reverse stock split of the Company’s common stock, wherein the Company would make a cash payment in lieu of issuing any fractional shares, as further described in the Special Meeting Proxy Statement (the “Transaction”).

The proposal was approved by the votes set forth in the table below:

FOR		AGAINST		ABSTAIN
4,280,003		331,630		2,980

(2)

Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Transaction.

The proposal was approved by the votes set forth in the table below:

FOR		AGAINST		ABSTAIN
4,287,014		313,717		13,782

Item 8.01. Other Events.

On December 30, 2015, the Company issued a press release announcing the re-election of all directors currently serving on its board of directors at the Annual Meeting, as specified in Item 5.07 above. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Also on December 30, 2015, the Company issued another press release announcing the approval of the Transaction at the Special Meeting, as specified in Item 5.07 above. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated by reference herein. The Board of Directors expects to establish a record date for the effectiveness of the reverse stock split approved by stockholders at the Special Meeting sometime in the first quarter of 2016.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release announcing the re-election of all current directors, dated December 30, 2015.
99.2	Press Release announcing the approval of the Transaction, dated December 30, 2015.

SIGNATURE

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.

Dated: December 30, 2015	CHINA HOUSING & LAND DEVELOPMENT, INC.

	By:	/s/ Pingji Lu
		Name: Pingji Lu Title: Chairman

Filing Compare · China Housing & Land Development, Inc.