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): October 28, 2016 (October 28, 2016)

Commission file number: 000-54072

China Ginseng Holdings, Inc.

(Exact name of registrant as specified in its charter)

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 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 28, 2016, Mr. Long He tendered his resignation to China Ginseng Holdings, Inc. (the “Company”) as the Company’s Chairman, Director and Chief Executive Officer, effective immediately. Mr. He’s resignation did not result from any disagreement regarding any matter related to the Company’s operations, policies or practices.

On the same day, Mr. Yuxiang Zhang tendered his resignation to the Company as the Director effective immediately. Mr. Zhang’s resignation did not result from any disagreement regarding any matter related to the Company’s operations, policies or practices.

On the same day, the Company’s Board of Directors appointed Mr. Jiankun Song as the Company’s Chairman and Chief Executive Officer. Mr. Song has been a Director of the Company since 2005.

There are no family relationships between Mr. Song and any other employees or members of the board of directors of the Company.

There are no related party transactions with regard to Mr. Song reportable under Item 404(a) of Regulation S-K.

We are currently negotiating the terms of Mr. Song’s employment agreement, and will file a copy of the agreement when it becomes available.   

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.