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): ~~January~~February 2916, 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 53.0201 ~~DEPARTURE~~Notice OFof ~~DIRECTORS~~Delisting ORor ~~CERTAIN~~Failure ~~OFFICERS;~~to ~~ELECTION~~Satisfy OFa ~~DIRECTORS;~~Continued ~~APPOINTMENT~~Listing OFRule ~~CERTAIN~~or ~~OFFICERS~~Standard; ~~COMPENSATORY~~Transfer ~~ARRANGEMENTS~~of ~~OF CERTAIN OFFICERS~~Listing.

On ~~and~~February ~~effective January 25~~9, 2016, ~~Mr.~~Sutor Technology Group ~~Lin~~Limited ~~Yang~~(the ~~resigned~~“Company”) asreceived a ~~member~~notice offrom the ~~Board~~Listing ofQualifications ~~Directors~~Department (of the ~~“Board”)~~NASDAQ ~~and~~Stock aMarket ~~member~~indicating that, ofdue ~~the~~to ~~Board~~Mr. Lin Yang’s ~~Audit,~~resignation ~~Compensation and~~as ~~Governance~~a ~~and~~member ~~Nominating~~of ~~Committees~~the Company’s board of ~~Sutor~~directors ~~Technology~~on ~~Group~~January ~~Limited~~25, (2016, the “Company~~”).~~ no ~~Mr.~~longer ~~Yang~~complies with Nasdaq’s ~~resignation was~~independent ~~due~~director toand ~~personal~~audit ~~reasons~~committee ~~and~~requirements ~~was~~as ~~not~~set aforth ~~result~~in ofListing ~~any~~Rule ~~disagreement~~5605. However, consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company ona ~~any~~cure ~~matter~~period ~~relating~~in order to regain compliance 1) until the earlier of the Company’s ~~operations~~ next annual shareholders’ meeting or January 25, ~~policies~~2017; or ~~practices.~~2) if ~~The~~the ~~Company~~next ~~will~~shareholders’ ~~search~~meeting ~~for~~is ~~suitable~~held ~~candidates~~before toJuly ~~fill~~25, 2016, then the ~~vacancy~~Company ~~due~~must toevidence ~~the~~compliance ~~departure~~no ~~of Mr.~~later ~~Yang~~than ~~and~~July 25, ~~intends~~2016. toIn ~~rely~~the onevent the ~~cure~~Company ~~period~~does ~~provided~~not regain compliance by ~~Section~~this ~~5605(c)(4)(B)~~date, ofNasdaq rules require Staff to provide written notification to the ~~Nasdaq~~Company ~~Listing~~that ~~Rules~~its securities will be delisted.

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~~February 2916, 2016 /s/ Lifang Chen Chief Executive Officer

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