Current Report Filing (8-k)
20 Agosto 2020 - 4:21PM
Edgar (US Regulatory)
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):
August 20, 2020 (August 15, 2020)
KINGOLD JEWELRY, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-15819
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13-3883101
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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No. 8 Han Huang Road
Jiang’an District
Wuhan, Hubei Province, PRC
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430023
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (011) 86 27 65660703
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value
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KGJI
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The NASDAQ Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01 Changes in Registrant’s Certifying
Accountant
By letter dated August 15, 2020, the independent
registered public accounting firm of Kingold Jewelry Inc. (the “Company”), Friedman LLP, resigned, effectively immediately. Friedman
LLP served as the Company’s independent registered public accounting firm since March 8, 2010.
In its resignation letter, Friedman LLP
informed the Audit Committee that Friedman LLP had become aware of information related to the Company’s financial statements
for the years ended December 31, 2016, December 31, 2017 and December 31, 2018 (the “2016, 2017 and 2018 Financial Statements”)
that was not known to Friedman LLP at the time of its audits and that was of such a nature and from such a source that Friedman
LLP would have investigated such information if it had come to Friedman LLP’s attention during the conduct of the audits
of the 2016, 2017 and 2018 Financial Statements. Because of its conclusion that the Company had not provided sufficient support
of Friedman LLP’s efforts to conduct a satisfactory investigation of such matters, Friedman LLP notified the Audit Committee
of its immediate resignation.
Friedman LLP’s audit reports on the
financial statements for the two most recent fiscal years did not contain an adverse opinion or disclaimer of opinion, and were
not qualified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent fiscal
years and subsequent interim period preceding Friedman LLP’s resignation, there were no disagreements with Friedman LLP on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Friedman LLP, would have caused it to make reference to the subject matter of the disagreement
in connection with its report.
Item 4.02 Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review
In its resignation letter dated August 15,
2020, Friedman LLP requested that the Company take immediate steps to make the necessary Form 8-K filing stating that further reliance
should no longer be placed on its previously issued audit reports for the 2016, 2017 and 2018 Financial Statements.
The non-reliance request by Friedman LLP is based on its conclusion that Friedman LLP was unable to obtain the Company’s
support to conduct a satisfactory investigation of the information mentioned above in Item 4.01. The Company’s
Audit Committee has discussed with Friedman LLP the matters disclosed under this item.
A copy of Friedman LLP’s letter dated
August 15, 2020 is filed as Exhibit 7.1 to this report on Form 8-K and is incorporated herein as so filed. The summary
of the letter in this report is modified and supplemented by such exhibit.
In accordance with Item 304(a)(3) of Regulation
S-K, the Company has provided Friedman LLP with a copy of this report on Form 8-K and requested Friedman LLP to furnish to the
Company as promptly as possible a letter addressed to the Securities and Exchange Commission stating whether Friedman LLP agrees
with the statements made by the Company in response to Items 4.01 and 4.02 and, if not, stating the respects in which it does not
agree. The letter from Friedman LLP is filed as Exhibit 7.2 to this Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
The exhibits listed in the following Exhibit Index are filed
or furnished as part of this report.
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.
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Kingold Jewelry Inc.
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Date: August 20, 2020
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By:
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/s/ Zhihong Jia
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Zhihong Jia
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Chief Executive Officer
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