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): ~~December~~January 1514, ~~2015~~2016

SUTOR TECHNOLOGY GROUP LIMITED

(Exact name of registrant as specified in its charter)

Nevada	001-33959	87-0578370
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

No. 8, Huaye Road

Dongbang Industrial Park

Changshu, China 215534

(Address of Principal Executive Offices)

(86) 512-52680988

Registrant’s Telephone Number, Including Area Code:

(Former name or former address, if changed since last report)

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.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~~ITEM 35.0102 ~~Notice~~DEPARTURE ofOF ~~Delisting~~DIRECTORS orOR ~~Failure~~CERTAIN toOFFICERS; ~~Satisfy~~ELECTION aOF ~~Continued~~DIRECTORS; ~~Listing~~APPOINTMENT ~~Rule~~OF orCERTAIN ~~Standard~~OFFICERS; ~~Transfer~~COMPENSATORY ofARRANGEMENTS ~~Listing~~OF CERTAIN OFFICERS.

On ~~December~~and 9effective January 11, ~~2015~~2016, ~~Sutor Technology Group~~Mr. ~~Limited~~Xinchuang ~~(the~~Li ~~“Company”)~~resigned ~~received~~as a ~~notice~~member ~~from~~of the ~~Listing~~Board ~~Qualifications Department~~ of ~~The~~Directors ~~NASDAQ Stock Market indicating that, for~~ (the ~~last~~“Board”) 30and ~~consecutive~~a ~~business~~member ~~days,~~of the ~~bid price for the Company~~Board’s ~~common stock had closed below the minimum~~Audit, ~~$1.00~~Compensation ~~per~~and ~~share~~Governance ~~required~~and ~~for~~Nominating ~~continued~~Committees ~~inclusion~~of onSutor ~~The~~Technology ~~NASDAQ~~Group ~~Capital~~Limited ~~Market under~~ (the ~~NASDAQ Listing Rule 5550(a~~“Company”)~~(2)~~. ~~The~~Mr. ~~notification~~Li’s ~~letter~~resignation ~~states~~was ~~that~~due ~~the~~to ~~Company~~personal ~~will~~reasons beand ~~afforded~~was ~~180~~not ~~calendar~~a ~~days,~~result orof ~~until~~any ~~June~~disagreement ~~6, 2016, to regain compliance~~ with the ~~minimum bid~~Company ~~price~~on ~~requirement.~~any Inmatter ~~order~~relating to ~~regain compliance, shares of~~ the Company’s ~~common~~operations, ~~stock~~policies ~~must~~or ~~maintain~~practices. aOn ~~minimum~~the ~~closing bid~~same ~~price~~day, ofthe atBoard ~~least~~appointed $1Mr.00 ~~per~~Hui ~~share~~Sheng ~~for~~as a ~~minimum~~director of ~~ten~~the ~~consecutive business days. The~~ Company ~~intends~~ , to ~~actively~~each ~~monitor~~of the ~~bid~~ ~~price~~Audit, ~~for~~Compensation ~~its common stock between now~~ and ~~June~~Governance ~~6, 2016,~~ and ~~will~~Nominating ~~consider~~Committees ~~all~~of ~~available~~the ~~options~~Company toand ~~resolve~~as the ~~deficiency and~~Chair ~~regain~~of ~~compliance with~~ the ~~NASDAQ~~Governance ~~minimum~~and Nominating ~~bid~~Committee, ~~price~~effective ~~requirement~~immediately.

~~SIGNATURES~~Mr. Sheng, age 35, is one of the founders of Shanghai Guandian Electronic Commerce Company Limited. He has rich experience in e-commerce. Before Shanghai Guandian, he served as the E-business Operating Director of Drmat (China) Process Distribution Center Company Limited, a global bulk commodity process distribution company, where he was responsible for online marketing and market development strategy. Mr. Sheng graduated from Nanjing University and majored in computer science.

~~Pursuant~~There tois ~~the~~no ~~requirements~~family relationship exists between Mr. Sheng and any directors or executive officers of the ~~Securities~~Company. ~~Exchange~~In ~~Act~~addition, there are no arrangements or understandings between Mr. Sheng and any other person pursuant to which he was appointed as a director of ~~1934~~the Company, to each of the ~~registrant~~Audit, ~~has~~Compensation and ~~duly~~Governance ~~caused~~and ~~this~~Nominating ~~report~~Committees toof bethe ~~signed~~Company onand ~~its~~as ~~behalf~~the byChair of the ~~undersigned~~Governance ~~hereunto~~and ~~duly~~Nominating ~~authorized~~Committee, and there are no related party transactions with respect to Mr. Sheng that would require disclosure under Item 404(a) of Regulation S-K.

On January 12, 2016, the Company entered ~~Sutor~~into ~~Technology~~an ~~Group~~independent ~~Limited~~director contract with Mr. Sheng, under which Mr. Sheng will receive an annual salary of RMB150,000 (approximately $22,770). In addition, the Company agreed to indemnify Mr. Sheng against expenses, judgments, fines, penalties or other amounts actually and reasonably incurred by him in connection with any proceeding if he acts in good faith and in the best interests of the Company.

~~Date:~~The ~~December~~foregoing ~~15,~~description ~~2015~~does not purport to be a complete statement of the parties’ rights and obligations under the independent director contract and is qualified in its entirety by reference to the provisions of such agreement attached to this report as Exhibit 10.1.

~~/s/~~Item ~~Lifang~~9.01. Financial Statements ~~Chen~~and Exhibits.

~~Chief~~(d) ~~Executive Officer~~Exhibits

Exhibit		Description
10.1		Independent Director Contract, dated January 12, 2016, by and between the Company and Hui Sheng

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.

Sutor Technology Group Limited

Date: January 14, 2016

/s/ Lifang Chen
Chief Executive Officer

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