Novel Denim Holdings Ltd – ‘6-K’ for 2/28/05

On:  Tuesday, 3/1/05, at 11:28am ET   ·   For:  2/28/05   ·   Accession #:  950123-5-2452   ·   File #:  333-07184

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Report of a Foreign Private Issuer   —   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                     4     11K 
 2: EX-99.1     Press Release                                          2±     9K 

6-K   —   Report of a Foreign Private Issuer
Document Table of Contents

6-K
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
 the Securities Exchange Act of 1934

 For the month of February, 2005

NOVEL DENIM HOLDINGS LIMITED
 (Translation of registrant's name into English)

1/F, Novel Industrial Building
850-870 Lai Chi Kok Road
 Cheung Sha Wan, Kowloon
 Hong Kong
(Address of principal executive offices)

 Indicate by check mark whether the registrant files
 or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F [X] Form 40-F [ ] 

(Indicate by check mark whether the registrant by furnishing the
 information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule
 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes [ ] No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________

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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR 
STANDARD; TRANSFER OF LISTING.                                                  

      On February 28, 2005, the Company completed its previously announced going
private transaction by NDH Acquisition Limited merging with and into the        
Company. The Company has completed its previously announced going private       
transaction and has filed a Form 15 with the Securities and Exchange Commission 
to deregister its ordinary shares and to cease filings as a reporting company   
under the Securities Exchange Act of 1934, effective February 28, 2005. The     
Company has also requested that the NASDAQ SmallCap Market delists its ordinary 
shares effective at the close of business on February 28, 2005. The Company     
expects the deregistration to be effective within 90 days after the filing of   
the Form 15. The Company's obligations to file with the SEC certain reports and 
forms, including Form 20-F and Form 6-K, are suspended immediately as of the    
filing date of the Form 15 and will cease as of the effective date of the Form  
15.                                                                             

PRESS RELEASE                                                       

            A copy of the press release of the Company announcing the completion
of the going private transaction and the deregistration and delisting of the    
Company's ordinary shares is included herein as Exhibit 99.1 and is incorporated
herein by reference.                                                            

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.                                    

(c) Exhibits.                                                     

99.1  Press Release, dated February 28, 2005.             

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SIGNATURES

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.                                           

                                    NOVEL DENIM HOLDINGS LIMITED
Date:  February 28, 2005                                                        

                              By: /s/ Kee Chung Chao
                                       -----------------------
                             Name:  Kee Chung Chao
                                  Title: President and Chief
                                       Executive Officer

6-K
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 EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION                                                     

99.1         Press Release, dated February 28, 2005.                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘6-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/1/05							SC 13D/A
For Period End:		2/28/05		2		4			15-15D,  SC 13E3/A
									List all Filings