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 ~~June~~13, 152016 (September 8, 2016)

Commission file number : 000-54072

China Ginseng Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada		20-3348253
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

64 Jie Fang Da Road Ji Yu Building A, Suite 1208 Changchun City, China		130022
(Address of principal executive offices)		(Zip Code)

64 Jie Fang Da Road

Ji Yu Building A, Suite 1208

Changchun City, China 130022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone (01186) 43185790039

–––––––––––––––– Copies to: Hunter Taubman Fischer LLC 1450 Broadway, 26th Floor New York, NY 10018 Tel: 917-512-0827 ––––––––––––––––

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)

☐ ¨ 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))

~~Section 3—Securities~~Item ~~and~~1.01 ~~Trading~~Entry ~~Markets~~into a Material Definitive Agreement.

~~Item~~From April 2013 to July 2014, China Ginseng 3Holdings, Inc.02 ~~Unregistered~~(the ~~Sales~~“Company”)’s subsidiaries, Jilin Huamei Beverage Co., Ltd. and Huaxia Ginseng Industry Co., Ltd. (each a “Debtor,” together “Debtors”) and Changzhen Liu, the Company’s former chief executive officer, Chairman of ~~Equity~~Company’s ~~Securities~~board of directors (the “Board”), and Director of the Board, borrowed from Changchun City Langyin Small Loan Co., Ltd. (formerly Changchun City Jikailong Small loan Co., Ltd.) (the “Creditor”), certain loans that as of June 1, 2016, the aggregate outstanding amount of principle and interest was approximately US$1.61 million (or RMB 37 million) (“Total Outstanding Balance”).

OnPursuant to a Share Pledge Agreement entered ~~July~~into 21on September 8, ~~2015~~2016 (the “Effective Date”), inby ~~connection~~and ~~with~~between athe ~~security~~Company, ~~purchase~~the ~~agreement~~Debtors ~~between~~and ~~China~~the ~~Ginseng~~Creditor, ~~Holdings~~the Creditor agreed to extend the repayment of the Total Outstanding Balance to March 31, ~~Inc.~~2017 (the “~~Company~~Maturity Date”) in exchange ~~and~~of anthe ~~investor~~Company’s agreement to pledge 10 million restricted shares of the Company’s common stock (the “~~Investor~~Shares”) to the Creditor. Based on the current trading price, wethe ~~closed~~Shares have a ~~private~~market ~~placement~~value of approximately $1.16 million (or RMB 26.6 million) and the parties agreed the current market value of the Shares represents the secured loan balance (the “Secured Loan Balance”). In the event that the Debtors fail to ~~sell~~repay athe ~~Series~~Secured ALoan ~~Convertible~~Balance ~~Debenture~~prior ~~for~~to Maturity Date, a ~~price~~percentage of $1the Shares in proportion to the outstanding Secured Loan Balance in default,~~600,000.~~ ~~The~~will ~~Debenture~~be isissued ~~convertible~~by ~~into~~the 4Company to the Creditor. According to the Share Pledge Agreement,~~000,000~~ ~~shares~~the amount of ~~our~~Secured ~~common~~Loan ~~stock,~~Balance ~~par~~will ~~value~~be $0deducted from the Total Outstanding Balance.~~001~~ As ~~per~~the ~~share,~~Creditor atis a ~~conversion~~non-U.S. entity, the restricted Shares will be issued to the Creditor pursuant to Regulation S under the Securities ~~price~~Act of ~~$.40~~1933, ~~per~~as ~~share~~amended (the “Securities Act”).

~~On June~~Item ~~15,~~2.03 ~~2016,~~Creation ~~the Investor informed us its intent to convert the Debenture into shares~~ of ~~our~~a ~~common~~Direct ~~stock.~~Financial ~~Accordingly,~~Obligation ~~pursuant to~~or ~~the~~an ~~Debenture,~~Obligation weunder ~~will issue~~ an ~~aggregate~~Off-Balance ~~amount~~Sheet ofArrangement ~~4,000,000 shares~~ of ~~our~~a ~~common stock, to the Investor~~Registrant. ~~The Offering was made in reliance upon the exemption from securities registration afforded by Regulation S (“Regulation S”) as promulgated under the Securities Act of 1933, as amended.~~

~~This Current~~See ~~Report~~Item on1.01 ~~Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company~~above, ~~nor~~which shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating the same; the information contained herein is ~~merely~~ ~~included~~incorporated ~~to disclose the terms of the transaction mentioned~~ herein by reference.

~~Section~~ Item 9.01 - Financial Statements and Exhibits.

~~Item 9.01~~ (d) Exhibits

Exhibit No.	~~Description~~	Description
10.1	~~Form of Convertible Debenture~~	Share Pledge Agreement dated September 8, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

	China Ginseng Holdings, Inc.
Date: June 20, 2016	By:	/s/ Long He
Date: September 13, 2016	By:	/s/ Long He
		Long He Chief Executive Officer
		Long He
		Chief Executive Officer

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