Attached files
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EX-99.2 - KINGOLD JEWELRY, INC. | v210001_ex99-2.htm |
EX-99.1 - KINGOLD JEWELRY, INC. | v210001_ex99-1.htm |
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: January 28, 2011
KINGOLD
JEWELRY, INC.
(Name
of Registrant as specified in its charter)
Delaware
|
001-15819
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13-3883101
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
15
Huangpu Science and Technology Park
Jiang’an
District
Wuhan,
Hubei Province, PRC 430023
(011) 86
27 65660703
(Address
and telephone number of principal executive offices)
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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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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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(a)
On
January 28, 2011, Dr. Vincent F. Orza, Jr. notified the Board of Directors (the
“Board”) of Kingold Jewelry, Inc. (“Kingold”) that he was resigning from the
Board, effective immediately. Dr. Orza resigned
from the Board due to a disagreement over Kingold’s equity offering which he did
not support at the $3.19 per share offering price. He felt that Kingold was
undervalued at such price. Kingold’s previously announced US$22.9
million equity offering closed on January 13, 2011. At the time of his
resignation, Dr. Orza served as the Chairman of the audit committee of the
Board, a member of the compensation committee of the Board and a member of the
nominating committee of the Board. Kingold and its Board expressed its
appreciation for Dr. Orza’s service to the Board. Kingold has
identified several qualified candidates and intends to submit such candidates to
the nominating committee of the Board for consideration to fill the vacancy on
the Board caused by such resignation. The resignation letter is filed as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein in its entirety
by reference.
(d)
On
February 1, 2011, the Board voted unanimously to appoint H. David Sherman as a
director of Kingold, effective immediately, to serve as a director of Kingold
until its next annual meeting of stockholders. The Board has determined that Mr.
Sherman is and independent director within the meaning set forth in the
applicable rules, as currently in effect. Kingold has agreed to pay Mr. Sherman
$48,000 for his service as a director in
2011. The biographical information regarding the new director is listed
below. On February 3, 2011, Kingold issued a press
release announcing the appointment of Mr. Sherman to the Board, a copy of which
is attached hereto as Exhibit 99.2.
There are
no relationships or related transactions between Mr. Sherman and Kingold that
would be required to be reported under Section 404(a) of Regulation S-K. In
connection with his appointment, Kingold
has entered into indemnification agreements with Mr. Sherman, the terms of which
are identical in all material respects to the form of indemnification agreement
that Kingold has previously entered into with each of its directors, and was
filed with the Securities and Exchange Commission as Exhibit 10.17 to Kingold’s
Registration Statement on Form S-1, dated as of June 18, 2010, as
amended.
In
addition to serving as a director, the Board appointed Mr. Sherman to serve as
the Chairman of the audit committee of the Board, a member of the compensation
committee of the Board and a member of the nominating committee of the Board. In
addition, Mr. Sherman was deemed by the Board to be an “audit committee
financial expert” within the meaning of Item 407(d)(5) of Regulation
S-K.
Mr.
Sherman has served as chairman of the audit committee and a member of the compensation and nominating committees of our board of directors since February 2011. Mr. Sherman is a
U.S. Certified Public Accountant. Since January
2010, he was also a director and chair of the audit committee of China HGS Real Estate Inc., a company that engages in real estate development,
primarily in the construction and sale of residential apartments, car parks and
commercial properties in mainland China. Since 1985, Mr. Sherman
has been a Professor at Northeastern University, College of Business
Administration. From 2007 through 2008,
Mr. Sherman was a director and chair of audit committee of China Growth
Alliance, Ltd., a business acquisition company formed to acquire an operating
business in China. From 1980 through 2006,
Mr.
Sherman was on the faculty of the MIT Sloan School of
Management, an
Adjunct Professor of INSEAD (France) and an
Adjunct Professor of Tufts Medical School, Department of Public
Health. He also served as an Academic Fellow at
the Securities and Exchange Commission from 2004 through
2005. Mr. Sherman received his Doctorate and MBA from Harvard
Business School, and a Bachelor of Arts degree in Economics from Brandeis
University.
Item
9.01. Financial Statements and Exhibits.
(d)
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Exhibits
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Exhibit No.
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Description
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99.1
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Resignation
letter sent by Dr. Vincent F. Orza to Kingold Jewelry, Inc. on January 28,
2011.
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99.2
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Press release titled “Kingold Jewelry Announces
Appointment and Resignation of Directors to its Board of Directors”
issued by Kingold Jewelry, Inc. on February 3,
2011.
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SIGNATURES
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 hereto
duly authorized.
Dated: February
3, 2011
99.1
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Resignation letter sent by Dr. Vincent F. Orza to
Kingold Jewelry, Inc. on January 28, 2011.
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99.2
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Press release titled “Kingold Jewelry Announces
Appointment and Resignation of Directors to its Board of Directors”
issued by Kingold Jewelry, Inc. on February 3,
2011.
|