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): October 27, 2008
CHINA HOUSING & LAND DEVELOPMENT, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-51429 20-1334845
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State or Other Jurisdiction of Commission I.R.S. Identification
Incorporation File Number Number
6 Youyi Dong Lu, Han Yuan 4 Lou
Xi'An, Shaanxi Province
China 710054
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(Address of principal executive offices) (zip code)
86-029-82582632
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(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 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On October 27, 2008, the Company received a notification letter (the "Letter")
from the Nasdaq Stock Market ("NASDAQ"), notifying the Company that due to the
resignation of Mr. Edward Meng from its Board of Directors on October 10, 2008,
the Company no longer complies with Nasdaq's independent director and audit
committee composition requirements as set forth in Marketplace Rule 4350 (the
"Rule"). However, consistent with Marketplace Rules 4350(c)(1) and 4350(d)(4),
Nasdaq will provide the Company a cure period in order to regain compliance as
follows:
o Until the earlier of the Company's next annual shareholders' meeting or
October 10, 2009; or
o If the next annual shareholders' meeting is held before April 8, 2009, then
the Company must evidence compliance no later than April 8, 2009.
The Company must submit to Nasdaq documentation, including biographies of any
new directors, evidencing compliance with the rules no later than this date. In
the event the Company does not regain compliance by this date, Nasdaq rules
require Staff to provide written notification to the Company that its securities
will be delisted. At that time, the Company may appeal the delisting
determination to a Listing Qualifications Panel. The Company must submit to
Nasdaq documentation, including biographies of any new directors, evidencing
compliance with the rules no later than this date. In the event the Company does
not regain compliance by this date, Nasdaq rules require Staff to provide
written notification to the Company that its securities will be delisted. At
that time, the Company may appeal the delisting determination to a Listing
Qualifications Panel.
The Company has already commenced a process to fill the vacant board position
and is considering candidates who will qualify to serve on the Audit Committee.
The Company will take all the necessary actions to regain compliance with the
NASDAQ continued listing standards in short period.
The full text of the Company's notification from The NASDAQ Stock Market is
filed with this report as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 -- Letter to the Company from The NASDAQ Stock Market, dated
October 27, 2008.
99.2 -- Press Release, dated October 30, 2008, announcing receipt of
NASDAQ letter.
SIGNATURE
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.
Dated: October 30, 2008
CHINA HOUSING & LAND DEVELOPMENT, INC.
By: /s/ Pingji Lu
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Name: Pingji Lu
Title: Chief Executive Officer