INFORMATION
STATEMENT
OF
KINGOLD JEWELRY, INC.
15 Huangpu
Science and Technology Park
Jiang’an
District
Wuhan, Hubei
Province, PRC
Tel: (011)
86 27 65660703
To Our Stockholders:
This Notice and the
accompanying Information Statement are being furnished to the holders (“Stockholders”) of shares of common stock,
par value $0.001 of Kingold Jewelry, Inc. (the “Common Stock”), a Delaware corporation (the “Corporation”),
in connection with actions taken by the holders of a majority of the issued and outstanding Common Stock (the “Majority
Consenting Stockholders”), which actions were approved by written consent on [●], 2019 (the “Stockholder
Consent”) to approve the amendment of the Corporation’s certificate of incorporation in order to effect a reverse
stock split of the Corporation’s Common Stock at a ratio of 1-for-6.
The actions to be
taken pursuant to the Stockholder Consent shall be taken at such future date as determined by the board of directors of the Corporation
(the “Board”), as evidenced by the filing of the certificates of amendment with the Secretary of State of the
State of Delaware, but in no event earlier than the 20th day after this Information Statement is mailed or furnished to the stockholders
of record as of [●], 2019. The certificates of amendment was authorized and approved by the Stockholder Consent, a copy of
which is attached hereto as Exhibit A.
This Information Statement
is being sent to you for information purposes only and you are not required to take any action.
We Are
Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy
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By Order of the Board of Directors:
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Jia Zhihong
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Chairman of the Board and Chief Executive Officer
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[●], 2019
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KINGOLD JEWELRY, INC.
15 Huangpu Science and Technology Park
Jiang’an District
Wuhan, Hubei Province, PRC
Tel: (011) 86 27 65660703
Information
Statement Pursuant to Section 14C of the Securities Exchange Act of 1934
This Information Statement is being filed
with the United States Securities and Exchange Commission (the “SEC”) on [●], 2019, in connection with
the Stockholder Consent, dated [●], 2019 to approve the amendment of the Corporation’s certificate of incorporation
in order to effect a reverse stock split of the Corporation’s Common Stock at a ratio of 1-for-6.
A copy of the stockholder consent is attached
as Exhibit A to this Information Statement, a copy of the Certificate of Amendment to the Certificate of Incorporation effecting
the Reverse Stock Split is attached as Exhibit B to this Information Statement (the “Reverse Stock Split Certificate
of Amendment”).
Pursuant to Rule 14c-2(b) promulgated by
the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), the actions approved by the Majority
Consenting Stockholders cannot become effective until twenty (20) days from the date of mailing of the Definitive Information Statement
to our stockholders.
The Reverse Stock Split Certificate of
Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”)
and the filing with the Secretary of the State of Delaware (the “Reverse Stock Split Effective Date”). New Common
Stock certificates reflecting the name change will not be issued at the Reverse Stock Split Effective Date. The Corporation’s
Common Stock are subject to quotation on the Nasdaq Capital Market (“Nasdaq”) under the symbol “KGJI.”
As of [●], 2019, (the “Record
Date”) there were [●] shares of our Common Stock issued and outstanding and there were no shares of preferred stock
outstanding.
As of the Record Date, the Majority Stockholders held [●] shares of Common Stock, and therefore
have [●]% of all outstanding Common Stock. Therefore, no other stockholder consents will be obtained in connection with this
Information Statement. The table below sets forth the Majority Consenting Stockholders:
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Name of Majority Stockholder
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Number of Shares of Common Stock that
Voted in Favor of
the Resolutions
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Percentage of Common Stock that Voted
in Favor
of the Resolutions (1)
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Famous Grow Holdings Limited
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[●]
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[●]
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%
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Bright Vision Group Limited
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[●]
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[●]
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%
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Fullgat Group Limited
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[●]
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[●]
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%
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Million Step Holdings Limited
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[●]
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[●]
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%
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Best Goal Group Limited
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[●]
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[●]
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%
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Smart Emperor Limited
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[●]
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[●]
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%
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Total
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[●]
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[●]
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%
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(1) Applicable percentage
ownership is based on [●] shares of Common Stock outstanding as of the Record Date.
ACTION TAKEN BY THE BOARD OF DIRECTORS
AND MAJORITY CONSENTING STOCKHOLDERS
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT
On [●], 2019, the Majority Consenting
Stockholders approved the Stockholder Consent, approving the Reverse Stock Split Certificate of Amendment in order to effect a
reverse stock split of the Corporation’s Common Stock on a 1-for-6 basis (the “Reverse Stock Split”).
Pursuant to the Reverse Stock Split, each
six (6) shares of Common Stock will be automatically converted, without any further action by the stockholders, into one share
of Common Stock. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, each Stockholder
will be entitled to receive one share of Common Stock in lieu of the fractional share that would have resulted from the Reverse
Stock Split.
Background and Reasons for the Reverse
Stock Split
The Company’s Common Stock is currently
listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “KGJI.” Among other requirements,
the listing maintenance standards established by Nasdaq require the common stock to have a minimum closing bid price of at least
$1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”), if
the closing bid price of the common stock is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send
a deficiency notice to the Company. Thereafter, if the common stock does not close at a minimum bid price of $1.00 or more for
10 consecutive trading days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the common stock.
On November 9, 2018, the Company received
a notification letter (the “Notice”) from Nasdaq advising the Company that for 30 consecutive business
days preceding the date of the Notice, the bid price of the Company’s common stock had closed below the $1.00 per share minimum
required for continued listing on Nasdaq pursuant to the Minimum Bid Price Rule. The Company was provided 180 calendar days, or
until May 8, 2019, to regain compliance with the Minimum Bid Price Rule. The Company was unable to regain compliance with the Minimum
Bid Price Rule by May 8, 2019.
On May 9, 2019, Nasdaq granted the Company
an additional 180 calendar days, or until November 4, 2019, to regain compliance with the $1.00 per share minimum required for
continued listing on Nasdaq pursuant to Minimum Bid Price Rule. The Nasdaq determination to grant the second compliance period
was based on the Company’s meeting the continued listing requirement for market value of publicly held shares and all other
applicable requirements for initial listing on Nasdaq, with the exception of the bid price requirement, and the Company’s
written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split,
if necessary.
Through the date of filing this Information
Statement, the last date the closing bid price of the common stock satisfied the $1.00 minimum closing bid price requirement was
November 21, 2018.
In the latter part of September 2019, the
Company determined that it would not be in compliance with the Minimum Bid Price Rule by November 4, 2019, which would subject
the Company’s Common Stock to delisting from Nasdaq. Therefore, the Board of Directors determined that it was in the best
interest of the Company to seek the consent of the Majority Stockholders to approve a reverse split of the Company’s Common
Stock. The Board of Directors reasonably believes that without receiving the Majority Stockholders’ approval and without
the closing price of the Common Stock otherwise meeting the $1.00 minimum closing bid price requirement, the Company’s common
stock will be delisted from Nasdaq.
In the event the Common Stock was no longer
eligible for continued listing on Nasdaq, the Company could be forced to seek to be traded on the OTC Bulletin Board or in the
“pink sheets.” These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq,
and therefore less desirable. Accordingly, the Board of Directors believes delisting of the Common Stock would likely have a negative
impact on the liquidity and market price of the common stock and may increase the spread between the “bid” and “ask”
prices quoted by market makers.
The Board of Directors has considered the
potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect
(i) the trading price of the Common Stock, and (ii) the liquidity and marketability of shares of the Common Stock. This could reduce
the ability of holders of the Common Stock to purchase or sell shares of Common Stock as quickly and as inexpensively as they have
done historically.
Delisting could also adversely affect the
Company’s relationships with customers who may perceive the Company’s business less favorably, which would have a detrimental
effect on the Company’s relationships with these entities.
Furthermore, if the
Common Stock were no longer listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have
less flexibility in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited
from investing in the Common Stock, which may cause the market price of the Common Stock to decline.
Purpose and Effect of the Reverse Stock
Split
The principal effect of the Reverse Stock
Split will be a decrease in the number of shares of Common Stock issued and outstanding from [●] shares of Common Stock as
of [●], 2019, to approximately [●] shares of Common Stock upon the consummation of the Reverse Stock Split. The Reverse
Stock Split will affect all Stockholders uniformly and will not affect any Stockholders’ percentage ownership interest in
the Corporation or proportionate voting power, except to the extent that the Reverse Stock Split results in any of our Stockholders
holding a fractional share of our common stock. No fractional shares of Common Stock will be issued as the result of the Reverse
Stock Split, rather, each Stockholder will be entitled to receive one share of Common Stock in lieu of the fractional share that
would have resulted from the Reverse Stock Split. The Common Stock issued pursuant to the Reverse Stock Split will remain fully
paid and non-assessable. The Reverse Stock Split shall not affect any rights, privileges or obligations with respect to the shares
of Common Stock existing prior to the Reverse Stock Split, nor does it increase or decrease the market capitalization of the Corporation.
The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” under Rule
13e-3 of the Exchange Act. We will continue to be subject to the periodic reporting requirements of the Exchange Act.
Fractional Shares
No fractional shares of Common Stock will
be issued to any Stockholders in connection with the Reverse Stock Split. Each Stockholder will be entitled to receive one share
of Common Stock in lieu of the fractional share that would have resulted from the Reverse Stock Split.
Certain Risks Associated with Reverse
Stock Split
You should recognize that you will own
a lesser number of Common Stock than you presently own. While we hope that the Reverse Stock Split will result in an increase in
the potential stock price of our Common Stock, we cannot assure you that the Reverse Stock Split will increase the potential stock
price of our Common Stock by a multiple equal to the inverse of the Reverse Stock Split ratio or result in the permanent increase
in any potential stock price (which is dependent upon many factors, including our performance and prospects). Should the stock
price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall market capitalization
may be greater than would occur in the absence of the Reverse Stock Split. Furthermore, the possibility exists that potential liquidity
in the stock price of our Common Stock could be adversely affected by the reduced number of shares of Common Stock that would be
outstanding after the Reverse Stock Split. In addition, the Reverse Stock Split will increase the number of Stockholders who own
odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their
shares, as well as possible greater difficulty in effecting such sales. As a result, we cannot assure you that the Reverse Stock
Split will achieve the desired results that have been outlined above.
Anti-Takeover Effects of the Reverse
Stock Split
The overall effect of the reverse stock
split may be to render more difficult the consummation of mergers with the Corporation or the assumption of control by a principal
stockholder, and thus make it more difficult to remove management.
A possible effect of the reverse stock
split is to discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the
Corporation’s voting securities and the removal of incumbent management. Our management could use the additional shares of
Common Stock available for issuance to resist or frustrate a third-party take-over effort favored by a majority of the independent
Stockholders that would provide an above market premium by issuing additional shares of Common Stock.
The Reverse Stock Split is not the result
of management’s knowledge of an effort to accumulate the Corporation’s securities or to obtain control of the Corporation
by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Stock Split a plan by management to adopt a series
of amendments to the Corporation’s charter or by-laws to institute an anti-takeover provision. The Corporation does not have
any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
As discussed above, the reasons for the reverse stock split are to increase the stock price of our Common Stock and to increase
the number of shares of Common Stock that the Corporation is able to issue in order to attract potential investors and conduct
equity financings.
Fairness of the Process
The Board of the Corporation did not obtain
a report, opinion, or appraisal from an appraiser or financial advisor with respect to the Reverse Stock Split and no representative
or advisor was retained on behalf of the unaffiliated stockholders to review or negotiate the transaction. The Board concluded
that the additional expense of these independent appraisal procedures was unreasonable in relation to the Corporation’s available
cash resources and concluded that the Board could adequately establish the fairness of the Reverse Stock Split without the engagement
of third parties.
Street Name Holders of Common Stock
The Corporation intends for the Reverse
Stock Split to treat stockholders holding Common Stock in street name through a nominee (such as a bank or broker) in the same
manner as stockholders whose shares are registered in their names. Nominees will be instructed to effect the Reverse Stock Split
for their beneficial holders. However, nominees may have different procedures. Accordingly, stockholders holding Common Stock in
street name should contact their nominees.
Stock Certificates
Mandatory surrender of certificates is
not required by our stockholders. The Corporation’s transfer agent will adjust the record books of the Corporation to reflect
the Reverse Stock Split as of the Effective Date. New certificates will not be mailed to stockholders.
Effective Date
The Corporation will need to file the Reverse
Stock Split Certificate of Amendment to the certificate of incorporation with the Delaware Secretary of State in order for the
Reverse Stock Split Certificate of Amendment to become effective. Under federal securities rules and regulations, we may not file
the Certificate of Amendment until at least 20 days after the mailing of this Information Statement to our Stockholders. The Corporation
intends to file the Reverse Stock Split Certificate of Amendment as soon as practicable following the expiration of such 20 day
period and following the receipt of approval from FINRA, however, our Board reserves the right not to proceed with the amendment
at any time before the filing of the Certificate of Amendment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides information
concerning beneficial ownership of our capital stock as of [●], 2019, by:
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each shareholder or group of affiliated shareholders, who owns more than 5% of our outstanding capital stock;
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each of our named executive officers;
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each of our directors; and
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all of our directors and executive officers as a group.
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The following table lists the number of
shares and percentage of shares beneficially owned based on [●] shares of our common stock outstanding as of
[●], 2019.
Beneficial ownership is determined
in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities
held. Shares of Common Stock subject to options and warrants currently exercisable or exercisable within 60 days of [●],
2019, or issuable upon conversion of convertible securities which are currently convertible or convertible within 60 days of [●],
2019, are deemed outstanding and beneficially owned by the person holding those options, warrants or convertible securities for
purposes of computing the number of shares and percentage of shares beneficially owned by that person, but are not deemed outstanding
for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table,
and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect
to all shares of our common stock shown as beneficially owned by them.
Unless otherwise indicated in the footnotes, the principal address
of each of the shareholders below is c/o Kingold Jewelry, Inc., No. 8 Han Huang Road, Jiang’an District, Wuhan, Hubei Province,
PRC 430023.
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Name and Address of Beneficial Owner
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Shares of Common
Stock Beneficially
Owned
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Percent of
Common
Stock
Outstanding
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Directors and Named Executive Officers:
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Zhihong Jia(1)
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16,855,943
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25.5
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%
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Bin Liu(2)
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830,000
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1.3
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%
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Jun Wang
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380,103
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0.6
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%
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Guang Chen
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-
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-
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Alice Io Wai Wu
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-
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-
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Zhiyong Xia
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-
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-
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All Officers and Directors as a Group (total of six persons)
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18,066,046
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27.3
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%
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5% Stockholders:
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Famous Grow Holdings Limited(3)(4)
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15,925,943
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24.1
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%
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Ng, Shik Yau (5)(6)
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3,800,000
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5.7
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%
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(1)
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Includes (i) 15,925,943 shares of which the beneficial ownership or the right to control can be acquired by Zhihong Jia pursuant to a December 17, 2014 Amended and Restated Call Option Agreement in which the shares can be acquired from Famous Grow Holdings Limited, (ii) 270,000 buyback shares, and (iii) options to purchase 360,000 shares at $2.59 per share that vested and became exercisable as following schedule: 25% of the options became exercisable on the first anniversary of March 24, 2011 and 6.25% of the options became exercisable on an ongoing basis in three month increments until the fourth anniversary of March 24, 2011, (iv) options to purchase 300,000 shares at $1.22 per share that vested and became exercisable as following schedule: 25% of the options became exercisable on the first anniversary of January 9, 2012 and 6.25% of the options became exercisable on an ongoing basis in three month increments until the fourth anniversary of January 9, 2012.
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(2)
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Includes (i) options to purchase 30,000 shares at $2.59 per share that vested and became exercisable on June 24, 2011, (ii) options to purchase 90,000 shares at $2.59 per share that vested and became exercisable as following schedule: 25% of the options became exercisable on the first anniversary of March 24, 2011 and 6.25% of the options became exercisable on an ongoing basis in three month increments until the fourth anniversary of March 24, 2011, (iii) options to purchase 120,000 shares at $2.27 per share that vested and became exercisable on July 1, 2011, October 1, 2011, January 1, 2012, and April 1, 2012, respectively, (iv) options to purchase 120,000 shares at $1.49 per share that vested and became exercisable on July 1, 2012, October 1, 2012, January 1, 2013, and April 1, 2013, respectively, (v) options to purchase 110,000 shares at $1.22 per share that vested and became exercisable as following schedule: 25% of the options became exercisable on the first anniversary of January 9, 2012 and 6.25% of the options became exercisable on an ongoing basis in three month increments until the fourth anniversary of January 9, 2012, and (vi) awarded with 360,000 common shares awarded when renewed a three year employment agreement on April 3, 2013.
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(3)
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Address: ATC Trustees (BVI) Limited, 2nd Floor, Abbott Building Road Tow, Tortola, British Virgin Islands.
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(4)
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Based upon Schedule 13D filed by Famous Grow Holdings Limited with the SEC on August 5, 2010. Pursuant to the Schedule 13D, Qian Lei may be deemed the beneficial owner of such shares.
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(5)
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Address: Flat A 9/F, 7 Mount Sterling, Mall Meifoo Sun Chuen, Kowloon, and Hong Kong.
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(6)
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Based upon Schedule 13G filed by Ng, Shik Yau with the SEC on March 18, 2013. And based on the transfer of 1,100,000 warrants from Ng, Shik Yau to Wang, Jianhua on April 15, 2013.
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ADDITIONAL INFORMATION
The Corporation is
subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information statements
and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”)
with the SEC. Reports and other information filed by the Corporation can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The Commission
maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”).
We will provide without
charge an information statement upon written or oral request of such person by first class mail or other equally prompt means within
one business day of receipt of such request, a copy of any and all of the information that has been incorporated by reference in
this proxy statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the proxy statement incorporates). Such requests should be directed to the
address and phone number indicated below. This includes information contained in documents filed subsequent to the date on which
definitive copies of the proxy statement are sent or given to security holders, up to the date of responding to the request.
By order of the Board
of Directors of
KINGOLD JEWELRY, INC.
15 Huangpu Science and Technology Park
Jiang’an District
Wuhan, Hubei Province, PRC
Tel: (011) 86 27 65660703
[●], 2019
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By:
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/s/ Jia Zhihong
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Jia Zhihong, Chairman& Chief Executive Officer
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EXHIBIT A
CONSENT OF THE MAJORITY CONSENTING STOCKHOLDERS
OF
KINGOLD JEWELRY, INC.
AMENDMENT
OF CERTIFICATE OF INCORPORATION – REVERSE STOCK SPLIT
WHEREAS,
the board of directors of the Corporation (the “Board”) deemed it advisable and in the best interest of the
Corporation to effectuate a reverse stock split of the Corporation’s common stock, at a ratio of 6:1 (six-to-one), including
all registered, authorized, issued and outstanding share of common stock of the Corporation (the “Reverse Stock Split”);
and
WHEREAS,
in order to effectuate the Reverse Stock Split, the Board deemed it advisable and in the best interests of the Corporation to amend
its Certificate of Incorporation.
NOW,
THEREFORE, BE IT RESOLVED, that the Certificate of Amendment of the Certificate of Incorporation of the Corporation in the
form attached hereto as Exhibit A (the “Reverse Stock Split Certificate of Amendment”) is hereby
adopted and approved; and
FURTHER
RESOLVED, that the officers of the Corporation are hereby authorized and directed to take all steps necessary to file the Reverse
Stock Split Certificate of Amendment with the Delaware Secretary of State in order to effect the Reverse Stock Split, prior to
the closing under the Share Exchange Agreement.
FURTHER RESOLVED, that
the officers of the Corporation are hereby authorized and directed to take all steps necessary to file the Name Change Certificate
of Amendment with the Delaware Secretary of State in order to effect the Name Change, upon and subject to the closing of the Share
Exchange Agreement.
EXHIBIT B
REVERSE
STOCK SPLIT CERTIFICATE OF AMENDMENT
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE
OF INCORPORATION
OF
KINGOLD JEWELRY,
INC.
It is hereby
certified by an officer of the corporation that:
1. The
name of the corporation (hereby called the “Corporation”) is KINGOLD JEWELRY, INC.
2. Article
4.1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“Upon
the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate
of Amendment to the Certificate of Incorporation of the Corporation, each six (6) shares of Common Stock issued and outstanding
immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof,
be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall
be issued in connection with the Reverse Stock Split. The Reverse Stock Split shall not increase or decrease any amount of stated
capital or paid-in surplus of the Corporation, provided that any fractional share that would otherwise be issuable as a result
of the Reverse Stock Split shall be rounded up to the nearest whole share of Common Stock. Each certificate that immediately prior
to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number
of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject
to the rounding of fractional share interests as described above.”
3. This
amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS
WHEREOF, the Corporation has caused this Certificate to be signed by its Chief Executive Officer as of [●], 2019.
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Kingold Jewelry, Inc.
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By:
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/s/ Jia Zhihong
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Name: Jia Zhihong
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Title: Chairman and Chief Executive Officer
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