Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934





Date of Report (Date of earliest event reported): June 6, 2012



(Exact name of registrant as specified in its charter)




(State or other

jurisdiction of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


15 Huangpu Science and Technology Park

Jiang’an District

Wuhan, Hubei Province, PRC




(Address of principal executive offices) (Zip Code)



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):


¨ 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))




Item 5.07 Submission of Matters to a Vote of Security Holders.


At the Annual Meeting of Stockholders of Kingold Jewelry, Inc. (the “Company”) held on June 6, 2012, two proposals were submitted to and approved by the stockholders. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2012. The final results for the votes regarding each proposal are set forth below.


1. Stockholders elected five directors to the Company’s Board of Directors to hold office for a one-year term until the annual meeting of stockholders in 2013 and until their successors are elected and qualified. The votes regarding this proposal were as follows:


    For   Withheld   Abstained   Broker Non-Votes
Zhihong Jia   36,876,412   307,774   0   8,252,314
Bin Zhao   36,875,412   308,774   0   8,252,314
H. David Sherman   36,905,593   278,593   0   8,252,314
Hai Xiao Xu   36,894,655   289,531   0   8,252,314
Bin Nan Zhang   36,894,655   289,531   0   8,252,314



2. Stockholders ratified the selection of Friedman LLP as independent registered public accounting firm for the fiscal year ending December 31, 2012. The votes regarding this proposal were as follows:


For   Against   Abstained   Broker Non-Votes
44,146,589   1,216,316   73,595   0




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.


            By: /s/ Bin Liu
            Name: Bin Liu
            Title: Chief Financial Officer


Date: June 7, 2012