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): May 14, 2020

KINGOLD JEWELRY, INC.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

The Registrant is filing this Form 8-K to avail itself of an extension to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”), originally due on May 15, 2020, in reliance on an order issued by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465) (the “Order”) granting conditional relief to certain public companies due to circumstances related to COVID-19. The Registrant will be relying on the 45-day extension period provided by the Order to delay filing of its Form 10-Q.

The Registrant’s headquarters and operations are located in Wuhan, the epicenter of the COVID-19 outbreak in China. The entire city of Wuhan had been locked down from January 23, 2020 to April 8, 2020 as part of the government’s pandemic response measures. The Registrant’s offices and facility were closed and jewelry production halted during the mandatory lock-down. COVID-19 has caused severe disruptions in the Registrant’s operations and has hampered the ability of the Registrant to complete its financial statements in time to be filed by the original due date of May 15, 2020.  The Registrant intends to file its Form 10-Q by no later than June 29, 2020, 45 days after the original due date.

The COVID-19 outbreak adversely affected the Registrant’s operations and financial results during the first quarter of 2020. While the impact of COVID-19 outbreak on the Registrant’s performance for the year remains to be seen, the Registrant expects it to have a material effect on its operations and financial results for fiscal 2020.

Additional risk factor disclosure related to COVID-19 

The COVID-19 outbreak had a significant impact on our operations in the first quarter of 2020 and could materially adversely affect our financial condition and results of operations for the 2020 fiscal year

Our ability to manufacture and/or sell our jewelry products may be impaired by damage or disruption to our manufacturing, warehousing or distribution capabilities, or to the capabilities of our suppliers, logistics service providers or distributors. This damage or disruption could result from events or factors that are impossible to predict or are beyond our control, such as raw material scarcity, pandemics, government shutdowns, disruptions in logistics, supplier capacity constraints, adverse weather conditions, natural disasters or other events. In December 2019, COVID-19 emerged in Wuhan, China, in which substantially all of our business operations and management are located. The entire city of Wuhan had been locked down from January 23, 2020 to April 8, 2020 as part of the government’s pandemic responses. Our offices and facility were closed and jewelry production operations halted during the mandatory lockdown period. The COVID-19 outbreak had a significant adverse impact on our business and operations during the first quarter of 2020. Additionally, COVID-19 has caused severe disruptions in transportation and in the operations of our suppliers, logistics service providers and distributors, and as a result, we may experience a slower than expected recovery in our production and sale to our customers. Although we have taken all possible measures to overcome the adverse impact from the COVID-19 outbreak and resumed most of our normal business activities in April 2020, we expect a lower amount of revenue and profit in the second quarter of 2020 than the same period of the prior year. The extent to which COVID-19 may impact our results for the 2020 fiscal year will depend on a number of factors, including a possible second outbreak, emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend,” “potential” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on the Company’s expectations and assumptions as of the date of this Current Report. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements. Forward-looking statements contained in this Current Report include statements regarding the timing of operational development, or government mandates related to the Company’s business and operations to address the COVID-19 response. Factors that may cause actual results to differ from those expressed or implied in the forward-looking statements in this Current Report are discussed in the Company’s filings with the SEC, including the section titled “Risk Factors” contained therein. Except as required by law, the Company assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

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.

Date: May 14, 2020