ITEM 8.01. OTHER EVENTS.

As previously disclosed in the Current Report on Form 8-K of Sutor Technology Group Limited (the "Company") filed on November 10, 2009 (the "Current Report"), the Company's indirect wholly owned subsidiary Changshu Huaye Steel Strip Co., Ltd. ("Changshu Huaye") entered into an equity transfer agreement (the "Equity Transfer Agreement") with Shanghai Huaye Steel Processing Co., Ltd. ("Shanghai Huaye") to acquire 100% of the equity interest in Ningbo Zhehua Heavy Steel Pipe Manufacturing Co., Ltd., a corporation established under the laws of the People's Republic of China ("Ningbo Zhehua"). The total purchase price is RMB 45,172,855.34 (approximately US$6.6 million).

On November 10, 2009, pursuant to the terms set forth in the Equity Transfer Agreement, Changshu Huaye closed the acquisition of the 100% ownership of Ningbo Zhehua upon the payment of purchase price to Shanghai Huaye. The Company's major shareholder, chief executive officer and chairwoman, Lifang Chen and her husband Feng Gao own 100% of Shanghai Huaye.

The description of the terms of the Equity Transfer Agreement in the Current Report and the Equity Transfer Agreement filed as an exhibit to the Current Report are hereby incorporated by reference.

The acquisition is a transfer of equity interests between entities under common control and will be recognized as a recapitalization of Ningbo Zhehua into the Company in a manner similar to the pooling-of-interests method of accounting, with the assets and liabilities of Ningbo Zhehua recognized at their historical carrying amounts.

As a result of the reorganization, the Company's historical financial statements will be restated to include the assets, liabilities, stockholders' equity, and results of operations and cash flows of Ningbo Zhehua with those of the Company. The $6.6 million payment to Shanghai Huaye will be recognized as a dividend distribution on November 10, 2009.

The restated historical financial statements of the Company and the financial statements of Ningbo Zhehua will be included in an amendment to this Current Report on Form 8-K.

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