8-K 1 tm2029520d1_8k.htm FORM 8-K










Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): August 20, 2020



(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)


001-34864 33-0961490
(Commission File Number) (IRS Employer Identification No.)


6 Xinghan Road, 19th Floor, Hanzhong City

Shaanxi Province, PRC 723000

(Address of principal executive offices and zip code)


(+86) 091-62622612

(Registrant's telephone number including area code)



(Registrant's former name or former address, if changed since last report)


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


Title of each class Trading Symbol(s) Name of each exchange on which
Common Stock, $0.001 par value HGSH The NASDAQ Capital Market


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:


  ¨ 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(b))


  ¨ 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))


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. ¨







Item 3.03. Material Modification to Rights of Security Holders.


The information provided in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On August 19, 2020 China HGS Real Estate Inc. (the “Company”) filed an Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the Florida Secretary of State to effect a one-for-two reverse split of the Company’s authorized and issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective in accordance with the terms of the Certificate of Amendment on August 20, 2020 (the “Effective Time”).


At the Effective Time, every two shares of the Company’s common stock authorized and issued and outstanding were automatically combined into one share of common stock, without any change in the par value per share. The Company will not issue any fractional shares in connection with the Reverse Stock Split. Instead, fractional shares will be rounded up to the nearest full share. The Reverse Stock Split will not modify the rights or preferences of the common stock.


The Company’s common stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis on Monday, August 31, 2020.


The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
3.1   Certificate of Amendment to Articles of Incorporation of China HGS Real Estate Inc.







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 thereunto duly authorized. 


  By: /s/ Samuel Shen
  Name: Samuel Shen
  Title:   Chief Financial Officer


Dated: August 27, 2020