0001144204-16-077727.txt : 20160129 0001144204-16-077727.hdr.sgml : 20160129 20160129080950 ACCESSION NUMBER: 0001144204-16-077727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160129 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160129 DATE AS OF CHANGE: 20160129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Housing & Land Development, Inc. CENTRAL INDEX KEY: 0001303330 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 201334845 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34065 FILM NUMBER: 161371009 BUSINESS ADDRESS: STREET 1: 6 YOUYI DONG LU, HAN YUAN 4 LOU CITY: XI'AN, SHAANXI PROVINCE STATE: F4 ZIP: 710054 BUSINESS PHONE: 86-029-82582632 MAIL ADDRESS: STREET 1: 6 YOUYI DONG LU, HAN YUAN 4 LOU CITY: XI'AN, SHAANXI PROVINCE STATE: F4 ZIP: 710054 FORMER COMPANY: FORMER CONFORMED NAME: Pacific Northwest Productions Inc. DATE OF NAME CHANGE: 20040915 8-K 1 v430055_8k.htm FORM 8-K

 

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): January 29, 2016

 

CHINA HOUSING & LAND DEVELOPMENT, INC.

 

(Exact name of registrant as specified in its charter)

 

NEVADA 000-51429 20-1334845
State or Other Jurisdiction of
Incorporation		 Commission File Number I.R.S. Identification Number

 

 

1008 Liuxue Road, Baqiao District

Xi’an, Shaanxi Province

China 710038

(Address of principal executive offices) (zip code)

 

86-29-83328813

(Registrant’s telephone number, including area code)

 

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(b) 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 8.01. Other Events.

 

On January 28, 2016 Beijing time, the board of directors of China Housing & Land Development, Inc. (the “Company”) met and unanimously adopted resolutions establishing February 15, 2016 as the record date and February 18, 2016 as the effective date for the proposed 1-for-50,000 reverse stock split that was approved by the Company’s stockholders at a special meeting held on December 30, 2015 Beijing time (December 29, 2015 U.S. Eastern Time) (the “Reverse Stock Split”).

 

On January 29, 2016 U.S. Eastern time, the Company issued a press release announcing the record date and effective date for the Reverse Stock Split.

 

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibits  Description
    
99.1  Press Release dated January 29, 2016.

 

 

Safe Harbor Statement

 

Certain statements herein that reflect management's expectations regarding future events are forward-looking in nature and, accordingly, are subject to risks and uncertainties, which is covered under the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Such statements include, among others, all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements can be identified by the use of forward-looking terminology such as "will," "believes," "expects" or similar expressions. Such information is based upon expectations of our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to uncertainties and contingencies beyond our control and based upon premises with respect to future business decisions, which are subject to change. We do not undertake to update the forward-looking statements contained in this press release. Among others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the risk that the Transaction may be delayed or may not be consummated; risks related to the diversion of management's attention from our ongoing business operations; the effect of the announcement of the proposed Transaction or operational activities taken in anticipation of the Transaction on our business relationships, operating results and business generally; the outcome of any legal proceedings that have been or may be instituted against us related to the Transaction; and the amount of the costs, fees, expenses and charges related to the Transaction. For a description of additional risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, see our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC"), and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system at http://www.sec.gov.

 

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

  CHINA HOUSING & LAND DEVELOPMENT, INC.
     
     
Dated: January 29, 2016 By: /s/ Pingji Lu
  Name: Pingji Lu
  Title: Chief Executive Officer

 

 

 EX-99.1 2 v430055_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

CHINA HOUSING & LAND DEVELOPMENT, INC. ANNOUCES RECORD DATE AND EFFECTIVE DATE FOR PROPOSED REVERSE STOCK SPLIT

 

XI’AN, China (January 29, 2016) — China Housing & Land Development, Inc. (NASDAQ: CHLN) (the “Company”) announced today that the Company’s board of directors (the “Board”) set record and effective dates for the previously announced 1-for-50,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). At a meeting held on January 28, 2016 Beijing time the Board unanimously approved a record date of February 15, 2016 and an effective date of February 18, 2016 for the Reverse Stock Split.

 

As described in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2015, the Company’s stockholders approved the Reverse Stock Split at a special meeting of the Company’s stockholders held on December 30, 2015 Beijing time (December 29, 2015 U.S. Eastern Time). Implementation of the Reverse Stock Split is expected to reduce the number of the Company’s stockholders of record to less than 300 and allow the Company to “go private” by terminating its registration under the Securities Exchange Act of 1934 and removing its common stock from quotation on the NASDAQ.

 

 

About China Housing & Land Development, Inc.

 

Based in Xi'an, the capital city of China's Shaanxi province, China Housing & Land Development, Inc. is a leading developer of residential and commercial properties in northwest China and the first Chinese real estate development company traded on NASDAQ. China Housing has been engaged in land acquisition, development, and management, including the sales of residential and commercial real estate properties through its wholly-owned subsidiary in China, since 1992.

 

 

Safe Harbor

 

Certain statements herein that reflect management's expectations regarding future events are forward-looking in nature and, accordingly, are subject to risks and uncertainties, which is covered under the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Such statements include, among others, all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements can be identified by the use of forward-looking terminology such as "will," "believes," "expects" or similar expressions. Such information is based upon expectations of our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to uncertainties and contingencies beyond our control and based upon premises with respect to future business decisions, which are subject to change. We do not undertake to update the forward-looking statements contained in this press release. Among others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the risk that the Transaction may be delayed or may not be consummated; risks related to the diversion of management's attention from our ongoing business operations; the effect of the announcement of the proposed Transaction or operational activities taken in anticipation of the Transaction on our business relationships, operating results and business generally; the outcome of any legal proceedings that have been or may be instituted against us related to the Transaction; and the amount of the costs, fees, expenses and charges related to the Transaction. For a description of additional risks and uncertainties that may cause actual results to differ from the forward-looking statements contained in this press release, see our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC"), and our subsequent SEC filings. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system at http://www.sec.gov.

 

 

 

 

For additional information please contact:

Ms. Jing Lu, Chief Operating Officer, Director, and Investor Relations Officer
+86 29.8258.2639 (Email: jinglu@chldinc.com)

 

Mr. Qingwei Liu
+86 29.8332.8813 (Email: william.zima@icrinc.com)