Item 4.01 Changes in Registrant's Certifying Accountant
By letter dated August 15, 2020, the independent registered public accounting
firm of Kingold Jewelry Inc. (the "Company"), Friedman LLP, resigned,
effectively immediately. Friedman LLP served as the Company's independent
registered public accounting firm since March 8, 2010.
In its resignation letter, Friedman LLP informed the Audit Committee that
Friedman LLP had become aware of information related to the Company's financial
statements for the years ended December 31, 2016, December 31, 2017 and December
31, 2018 (the "2016, 2017 and 2018 Financial Statements") that was not known to
Friedman LLP at the time of its audits and that was of such a nature and from
such a source that Friedman LLP would have investigated such information if it
had come to Friedman LLP's attention during the conduct of the audits of the
2016, 2017 and 2018 Financial Statements. Because of its conclusion that the
Company had not provided sufficient support of Friedman LLP's efforts to conduct
a satisfactory investigation of such matters, Friedman LLP notified the Audit
Committee of its immediate resignation.
Friedman LLP's audit reports on the financial statements for the two most recent
fiscal years did not contain an adverse opinion or disclaimer of opinion, and
were not qualified as to uncertainty, audit scope or accounting
principles. During the Company's two most recent fiscal years and subsequent
interim period preceding Friedman LLP's resignation, there were no disagreements
with Friedman LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Friedman LLP, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
In its resignation letter dated August 15, 2020, Friedman LLP requested that the
Company take immediate steps to make the necessary Form 8-K filing stating that
further reliance should no longer be placed on its previously issued audit
reports for the 2016, 2017 and 2018 Financial Statements. The non-reliance
request by Friedman LLP is based on its conclusion that Friedman LLP was unable
to obtain the Company's support to conduct a satisfactory investigation of the
information mentioned above in Item 4.01. The Company's Audit Committee has
discussed with Friedman LLP the matters disclosed under this item.
A copy of Friedman LLP's letter dated August 15, 2020 is filed as Exhibit 7.1 to
this report on Form 8-K and is incorporated herein as so filed. The summary of
the letter in this report is modified and supplemented by such exhibit.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided
Friedman LLP with a copy of this report on Form 8-K and requested Friedman LLP
to furnish to the Company as promptly as possible a letter addressed to the
Securities and Exchange Commission stating whether Friedman LLP agrees with the
statements made by the Company in response to Items 4.01 and 4.02 and, if not,
stating the respects in which it does not agree. The letter from Friedman LLP is
filed as Exhibit 7.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(99) Exhibits
The exhibits listed in the following Exhibit Index are filed or furnished as
part of this report.
Exhibit No. Description
7.1 Letter from Friedman LLP dated August 15, 2020
7.2 Letter from Friedman LLP dated August 20, 2020
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