Unassociated Document


    EXHIBIT
10.7

     

    Shareholders’
Voting Proxy Agreement

     

    This
Shareholders’ Voting Proxy Agreement (this “Agreement”) is entered into by
and between the following parties in Wuhan China on June 30th,
2009:

     

    Party A:  Wuhan
Vogue-Show Jewelry Co., Ltd., a Wholly-Owned Foreign Enterprise (“WOFE”) registered in Wuhan of
the PRC, with legal registered office at 5th Floor 1-3, No. Te 13,
Economic Development Zone, Jiang’an District, Wuhan.

     

    Party B:  Wuhan
Kingold Jewelry Co., Ltd (“Party B”), a corporation
incorporated and validly existing in the territory of the PRC pursuant to the
law of the PRC with business license registration
number:  420100000023089 and legal registered office at No.
Te 15, Huangpu Science and Technology Park, Jiang’an District,
Wuhan.

     

    Party C:  Each
of the shareholders of Wuhan Kingold Jewelry Co., Ltd listed on Table 1
(collectively, the “Kingold
Shareholders” or individually, the “Shareholder”)

     

    In this
Agreement, Party A, Party B and the Kingold Shareholders collectively
are referred to as “all parties” and each of them is referred to as “a
party”.

     

    WHEREAS:

     

    1.           Wuhan
Kingold Jewelry Co., Ltd is a corporation incorporated and validly existing in
the territory of the PRC pursuant to the law of the PRC with legal registered
office at No. Te 15, Huangpu Science and Technology Park, Jiang’an
District, Wuhan.

     

    2.           On
the day of the execution of this Agreement, the Kingold Shareholders duly and
legally hold 95% shares of Party B.  The percentage of shares
held by each Shareholder are listed on Table 1 attached
hereto.

     

    3.           Kingold
Shareholders desire to entrust Party A or any person designed by
Party A (“Designee”) as their proxy with
the power to exercise the Kingold Shareholders’ voting rights at the
shareholders’ meetings of Party B or by written consents.

     

    4.           Party A
agrees to accept the above commission.

     

    NOW, THEREFORE, with the
consensus reached through negotiation, all parties have entered into this
Agreement and agreed to abide by it pursuant to the applicable laws and
regulations of the PRC.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              Clause
      1.

            	
              Voting
      Proxy

            


    

     

    1.           Each
of the Kingold Shareholders irrevocably grants and entrusts Party A or any
of Party A’s Designees to be their exclusive proxy to exercise their voting
rights that a Kingold Shareholder would have at a shareholders’ meeting or by
written consent (hereinafter referred to as “Commissioned Voting”) for the
maximum period permitted pursuant to law of PRC and in accordance with and
within the limitations of the laws of the PRC and the Articles of Association of
Party B, including but not limited to the following rights:

     

    (1)           to
attend and participate in the shareholders’ meetings of Party B as the
voting proxy of the Kingold Shareholders;

     

    (2)           to
vote on the matters proposed at the shareholders’ meetings on behalf of the
Kingold Shareholders, including voting on the appointment and election of the
directors and supervisors of Party B;

     

    (3)           to
call the shareholders’ meetings of Party B; and

     

    (4)           all
other shareholder voting rights as stipulated in the Articles of Association of
Party B.

     

    2.           Party B
and each of the Kingold Shareholders shall assume the responsibility as arising
from and in relation to the exercise of the Commissioned Voting by Party A
or any of Party A’s Designees.

     

    3.           Party B
and each of the Kingold Shareholders agrees that Party A will not require
the opinion or approval of Kingold Shareholders before its exercise of the
Commissioned Voting, unless otherwise provided in this Agreement; however, after
any resolution at a shareholders’ meeting is adopted, Party A shall inform
Party B of such resolution in a timely manner.

     

    4.           Party A
may from time to time establish and amend rules which govern how Party A or
its Designee shall exercise the Commissioned Voting, including, but not limited
to, the quorum required to authorize or take any action and to execute documents
evidencing such action, and Party A shall take action pursuant to such
rules.

     

    
      	
              Clause
      2.

            	
              Representations
      and Warranties

            


    

     

    1.           Each
party respectively represents and warranties to the other parties that, on the
day of execution of this Agreement:

     

    (1)           They
have the right to execute this Agreement and the capability to perform the
obligation pursuant to this Agreement;

     

    (2)           They
have carried out all necessary internal decision-making procedures, obtained
proper authority, acquired all the necessary consents and approvals of any
requisite third party and government authority to enter into and perform this
Agreement and this Agreement does not violate the laws and contracts binding or
affecting them; and

     

    (3)           Once
executed, this Agreement will constitute the legal, valid, binding obligation of
each party and each party will be subject to compulsory enforcement pursuant to
the terms and conditions of this Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    2.           Party A represents and
undertakes to the Kingold Shareholders that:

     

    (1)           Party A
agrees to accept the commission of the Kingold Shareholders pursuant to
Clause 1 of this Agreement and exercise shareholder voting and other rights
pursuant to this Agreement on behalf of the Kingold Shareholders.

     

    (2)           Party A
agrees that, where necessary, within the scope stipulated in Paragraph 1 of
Clause 1 herein, it will grant the Commissioned Voting to a Designee
appointed by Party A.

     

    (3)           Party A
undertakes that, if the Kingold Shareholders request, it will report the
operations of Party B to the Kingold Shareholders and consider the
reasonable suggestions from the Kingold Shareholders.

     

    3.           Party B and Kingold
Shareholders, jointly and severally, undertake and represent to Party A
that:

     

    (1)           Notwithstanding
any change to the capital structure of Party B, each of the Kingold
Shareholders will grant Party A to exercise its shareholder’s voting rights
on behalf of the Kingold Shareholders, provided that such Kingold Shareholder
holds the equity interest in Party B.

     

    (2)           Without
the written consent of Party A, the Kingold Shareholders will not transfer,
entrust or confer their equity interest in Party B to any other party,
including but not limited to individuals, entities, enterprises, partnerships,
joint ventures and non-profit organizations other than Party A or
Party A’s Designee.

     

    (3)           Party B
and each of the Kingold Shareholders acknowledges that each of them will
continue to perform this agreement even if one or more of such shareholders no
longer holds the equity interest of Party B.

     

    (4)           Without
the written consent of Party A, the Kingold Shareholders shall not make any
decisions for the production and operation of Party B.

     

    (5)           Party B
and each of the Kingold Shareholders hereby acknowledges that the obligation of
Party B and each of the Kingold Shareholders under this Agreement are
separate and if any Kingold Shareholder does not hold the equity interest in
Party B or shall no longer be a Kingold Shareholder, the obligation of
Party B and the other Kingold Shareholder parties shall remain in full
force and effect, and such party shall continue performing this
Agreement.

     

    (6)           Unless
others directed by Party A, Kingold Shareholder, shall not directly
exercise the Commissioned Voting that have been granted to Party A or its
Designee.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (7)           Each
of the Kingold Shareholders owns the shares of Party B set forth below on
Table 1, free and clear of all liens and encumbrances, and none of the
Kingold Shareholders have granted to anyone, other than Party A or its
Designee, a power of attorney or proxy over any of such shares or in such
Kingold Shareholder’s rights as a shareholder of
Party B.  Party B and each of the Kingold Shareholders
further represent and warrant that the execution and delivery of this Agreement
by such Kingold Shareholder will not violate any laws, regulations, judicial or
administrative orders, arbitration awards, agreements, contracts or covenants
applicable to each of the Kingold Shareholders.

     

    
      	
              Clause
      3.

            	
              Exercise
      of the Commissioned Voting

            


    

     

    1.           Each
of the Kingold Shareholders agree, that, within the scope stipulated in
Paragraph 1 of Clause 1 herein, Party A may grant the
Commissioned Voting to a Designee and assume any legal responsibility as arising
from and in relation to the exercise of the Commissioned Voting by such
Designee.

     

    2.           Party B
and the Kingold Shareholders will provide sufficient assistance to the exercise
of the Commissioned Voting by Party A or its Designee, including the prompt
execution of related shareholders’ meeting resolutions and other legal
instruments where necessary.

     

    3.           If,
at any time within the period of this Agreement, the conferring or exercise of
the Commissioned Voting under this Agreement cannot be exercised due to any
reason (except the breach of this Agreement by Party A or Party B),
each party shall immediately seek the most similar substitute proposal of this
Agreement and enter into a supplementary agreement or adjust the terms and
conditions of this Agreement in order to ensure the achievement of the purpose
of this Agreement.

     

    
      	
              Clause
      4.

            	
              Indemnity

            


    

     

    1.           Each
of the parties hereto agrees that Party A will not assume any liabilities
to or compensate (in currency or any other form) Party B, any of the
Kingold Shareholders or any third party due to the exercise of the Commissioned
Voting.

     

    2.           Party B
and the Kingold Shareholders, jointly and severally, agree that they will
indemnify, protect and prevent Party A against or from the losses,
liabilities, expenses and reasonable fees (including reasonable legal fees)
actually arising from or in relation to any damage, claim, loss, charge, legal
proceeding, lawsuit and fine caused by the exercise of the Commissioned Voting,
so long as Party A acted in good faith and is not found to be guilty of
gross negligence or willful misconduct with respect thereto.

     

    
      	
              Clause
      5.

            	
              Term
      of this Agreement

            


    

     

    1.           This
Agreement shall come into effect as of the day when all parties sign and stamp
it and shall remain in force unless terminated pursuant to this
Clause.

     

    2.           The
term of this Agreement may be extended by Party A in its sole discretion
before the termination or expiration of this Agreement.  The term of
extension shall be determined through mutual agreement by all parties to this
Agreement.

     

    3.           This
Agreement will not terminate until the purchase of the 95% equities or all the
assets of Party B by Party A is completed, unless otherwise
unanimously agreed by all parties.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    4.           This
Agreement may be terminated by Party A by giving 30 days prior written
notice to each of the Kingold Shareholders and Party B.

     

    5.           Clause 4 regarding indemnity
shall survive the termination of this Agreement.

     

    
      	
              Clause
      6.

            	
              Governing
      Law

            


    

     

    The
execution, validity, effect, interpretation, performance and dispute solution of
this Agreement shall be governed by the laws and regulations of the
PRC.

     

    
      	
              Clause
      7.

            	
              Dispute
      Resolution

            


    

     

    All
parties agree that any dispute arising from or in relation to this Agreement
shall first be settled by the friendly negotiation of both
parties.  If the negotiation fails within 45 days, either party
shall have the right to file the dispute with China International Economic and
Trade Arbitration Commission (“CIETAC”) in Beijing for
arbitration pursuant to the currently effective arbitration rules of CIETAC at
the time of application.  This arbitration shall be final and bind
both parties and shall be enforceable in any court of competent
jurisdiction.  The arbitration fees shall be born by the losing
party.

     

    
      	
              Clause
      8.

            	
              General
      Terms

            


    

     

    1.           Entire
Agreement.  This Agreement and the Exhibits and Schedules hereto
contain the entire understanding between the parties, no other representations,
warranties or covenants having induced any party to execute this Agreement, and
supersede all prior or contemporaneous agreements with respect to the subject
matter hereof.  All exhibits, addendums, and schedules referred to in
this Agreement are incorporated herein by reference.  All references
to schedules and exhibits are to exhibits and schedules attached to and to
become a part of this Agreement unless otherwise indicated.

     

    2.           Amendment.  Any
amendment and/or rescission shall be in writing and signed by the authorized
representatives of all parties.  Such revision shall be a valid
integral part of this Agreement.

     

    3.           Headings.  The
headings of any Clauses or other portion of this Agreement are for convenience
only and are not to be considered in construing this Agreement.

     

    4.           Construction.  References
in this Agreement to ‘‘Clauses,” “Sections,” “Schedules” and “Exhibits” shall be
to the Clauses, Sections, Schedules and Exhibits of this Agreement, unless
otherwise specifically provided; any use in this
Agreement of the singular or plural, or the masculine, feminine or neuter
gender, shall be deemed to include the others, unless the context otherwise
requires; the words “herein”, “hereof” and “hereunder” and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; the word “including” when
used in this Agreement shall mean “including without limitation”; and except as
otherwise specified in this Agreement, all references in this Agreement
(a) to any agreement, document, certificate or other written
instrument shall be a reference to such agreement, document, certificate or
instrument, in each case together with all exhibits, schedules, attachments and
appendices thereto, and as amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms thereof; and (b) to any law,
statute or regulation shall be deemed references to such law, statute or
regulation as the same may be supplemented, amended, consolidated, superseded or
modified from time to time.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    5.           Transfer.  Without
the prior written consent of Party A, neither Party B nor any of the
Kingold Shareholders shall transfer all or part of their rights and obligations
under this Agreement to any third party or its affiliate; and any transfer on or
in relation to this Agreement without approval shall be
invalid.  Party A shall determine whether to approve a transfer
within thirty (30) days after the receipt of a transfer notice from a
Kingold Shareholder without unreasonable delay.

     

    6.           Severability.  Any
provision hereof that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability, without invalidating the remaining provisions hereof, and any
such prohibition or enforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    7.           Waiver.  No
failure or delay of either party to enforce any right hereunder shall constitute
a waiver of any such right hereunder.  No waiver shall be effective
hereunder unless in writing and a waiver shall only be effective for the
specific act or circumstance for which it is given and not for any future act or
circumstance.

     

    8.           Succession
of this Agreement.  This Agreement shall bind the successors and
transferees of all parties.

     

    9.           Language.  This
Agreement is in both Chinese and English and signed by all parties, and the two
versions have the same effect.  Should there be any discrepancy
between the two language versions, the Chinese version shall
prevail.

     

    10.         Notices.  All
notices required or permitted under this Agreement shall be in writing and shall
be sufficiently given only if mailed by registered or certified mail, return
receipt requested, or sent by expedited or overnight delivery service with
return receipt, or sent by telecopier with confirmed receipt, to the party to
receive notice at the following addresses or at such other address as any party
may, upon ten (10) days prior written notice, direct:

     

    
      
        
          
            
              
                	
                        If
      to Party A:

                      	 
      	 
      
	 	 	 
	
                        With
      a copy to:

                      	 
      	
                         

                      
	 	 	 
	
                        If
      to Party B:

                      	 
      	 
      
	 	 	 
	
                        With
      a copy to:

                      	 
      	
                         

                      
	 	 	 
	
                        If
      to the Kingold Shareholders:

                      	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      
        	
                With
      a copy to:

              	
                  

              	
                 

              


      

    

     

    11.         Copies
of this Agreement.  This Agreement shall be executed in four
counterparts, each party holds one and the rests are used for the transaction of
related formalities.  Each of the copies shall be deemed as the
original one and has the same effect.

     

    [The
remainder of this page is intentionally left blank.]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN WITNESS HEREOF, all parties
have signed this Agreement on the date specified on the first page of this
Agreement by their respective authorized representatives.

     

    Party
A:  Wuhan Vogue-Show Jewelry Co., Ltd (seal)

    


    Signature
of Legal Representative (or Authorized Representative):

    


    Party
A:  Wuhan Kingold Jewelry Co., Ltd (seal)

    


    Signature
of Legal Representative (or Authorized Representative):

    


    The
Kingold Shareholders:

    


    
      
        
          	
                  Jia
      Zhihong (signature): /s/ Jia
      Zhihong

                	 
      	
                  Tang
      Yongbao (signature): /s/ Tang
      Yongbao

                
	 
      	 
      	 
      
	
                  Dai
      Cuiyuan (signature): /s/ Dai Cuiyuan
      

                	 
      	
                  Huang
      Fan (signature): /s/ Huang Fan
      

                
	 
      	 
      	 
      
	
                  Zhao
      Jin (signature): /s/ Zhao Jin
    

                	 
      	
                  Zhao
      Bin (signature): /s/ Zhao Bin
    

                
	 
      	 
      	 
      
	
                  Chen
      Wei (signature): /s/ Chen Wei
    

                	 
      	
                  Wang
      Jun (signature): /s/ Wang Jun
    

                
	 
      	 
      	 
      
	
                  Xu
      Ji (signature): /s/ Xu Ji


                	 
      	
                  Wu
      Xueyuan (signature): /s/ Wu Xueyuan
      

                
	 
      	 
      	 
      
	
                  Hu
      Ziwei (signature): /s/ Hu Ziwei
    

                	 
      	
                  Oin
      Wanjiang (signature): /s/ Oin Wanjiang
      

                
	 
      	 
      	 
      
	
                  Zuo
      Liping (signature): /s/ Zuo Liping
      

                	 
      	
                  Fu
      Liuyun (signature): /s/ Fu Liuyun
      

                
	 
      	 
      	 
      
	
                  Dai
      Yichao (signature): /s/ Dai Yichao
      

                	 
      	
                  Yang
      Chonghui (signature): /s/ Yang Chonghui
      

                
	 
      	 
      	 
      
	
                  Niao
      Hanmei (signature): /s/ Niao Hanmei
      

                	 
      	
                  Wang
      Yan (signature): /s/ Wang Yan
    

                
	 
      	 
      	 
      
	
                  Pan
      Ming (signature): /s/ Pan Ming
    

                	 
      	
                  Yang
      Guoqiao (signature): /s/ Yang Guoqiao
      

                
	 
      	 
      	 
      
	
                  Yan
      Huan (signature): /s/ Yan Huan
    

                	 
      	
                  Li
      Feng (signature): /s/ Li Feng
    

                
	 
      	 
      	 
      
	
                  Yao
      Hai Qiong (signature): /s/ Yao Hai Qiong
      

                	 
      	
                  Li
      Huili (signature): /s/ Li Huili
    

                
	 
      	 
      	 
      
	
                  Li
      Ziliang (signature): /s/ Li Ziliang
      

                	 
      	
                  Zhuang
      Wenbo (signature): /s/ Zhuang Wenbo
      

                
	 
      	 
      	 
      
	
                  Xue
      Yi (signature): /s/ Xue Yi
    

                	 
      	
                  Wang
      Zhaoping (signature): /s/ Wang Zhaoping
      

                
	 
      	 
      	 
      
	
                  Li
      Meidie (signature): /s/ Li Meidie
      

                	 
      	
                  Lai
      Suhua (signature): /s/ Lai Suhua
      

                
	 
      	 
      	 
      
	
                  Cheng
      Ying (signature): /s/ Cheng Ying
      

                	 
      	
                  Zhou
      Lin (signature): /s/ Zhou Lin
    

                
	 
      	 
      	 
      
	
                  Zhang
      Jing (signature): /s/ Zhang Jing
      

                	 
      	
                  Liu
      Min (signature): /s/ Liu Min
    

                


        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      
        	
                Zhang
      Jianshe (signature): /s/ Zhang Jianshe
      

              	 
      	
                Feng
      Ligang (signature): /s/ Feng Ligang
      

              
	 
      	 
      	 
      
	
                Wang
      Jianxin (signature): /s/ Wang Jianxin
      

              	 
      	
                Xiong
      Shuming (signature): /s/ Xiong Shuming
      

              
	 
      	 
      	 
      
	
                Luo
      Anying (signature): /s/ Luo Anying
      

              	 
      	
                Guo
      Yong (signature): /s/ Guo Yong
    

              
	 
      	 
      	 
      
	
                Guang
      Jun (signature): /s/ Guang Jun
      

              	 
      	 
      
	 
      	 
      	 
      
	
                Wuhan
      Xinyuejin Industrial Co., Ltd (seal)

              	 
      	 
      
	 
      	 
      	 
      
	
                Authorized
      Representative (signature):

              	
                  

              	 
      


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Table
1:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	
                                                                                                  Serial

                                                                                                  No.

                                                                                                	 	
                                                                                                  Name

                                                                                                	 	
                                                                                                  Address

                                                                                                	 	
                                                                                                  ID No.

                                                                                                  (Registration No.)

                                                                                                	 	 	
                                                                                                  Number of

                                                                                                  Shares Held

                                                                                                  (10,000)

                                                                                                	 	 	
                                                                                                  Proportion

                                                                                                  of Shares

                                                                                                  Held (%)

                                                                                                	 
	
                                                                                                  1

                                                                                                	 	
                                                                                                  Jia
      Zhihong

                                                                                                	 	
                                                                                                  No.
      40-1, Laodong St., Jiang’an District, Wuhan

                                                                                                	 	
                                                                                                  420102196111133118

                                                                                                	 	 	 	6636.65	 	 	 	66.3665	 
	
                                                                                                  2

                                                                                                	 	
                                                                                                  Tang
      Yongbao

                                                                                                	 	
                                                                                                  1st
      Floor 1, No. 2, Zhangjiawan, Wuchang District, Wuhan

                                                                                                	 	
                                                                                                  4208219710514004X

                                                                                                	
                                                                                                   

                                                                                                	 	 	400.00	 	 	 	4.00	 
	
                                                                                                  3

                                                                                                	 	
                                                                                                  Dai
      Cuiyuan

                                                                                                	 	
                                                                                                  No.
      11, Taohuawu, Yunshan St., Lanxi, Zhejiang Province

                                                                                                	 	
                                                                                                  330719195208060027

                                                                                                	 	 	 	400.00	 	 	 	4.00	 
	
                                                                                                  4

                                                                                                	 	
                                                                                                  Huang
      Fan

                                                                                                	 	
                                                                                                  2nd
      1, No. 1190, Jiefang Ave., Jiang’an District, Wuhan

                                                                                                	 	
                                                                                                  420102194107051735

                                                                                                	 	 	 	300.00	 	 	 	3.00	 
	
                                                                                                  5

                                                                                                	 	
                                                                                                  Zhao
      Jin

                                                                                                	 	
                                                                                                  No.
      13, 8th
      Area, Yuege Village, Hancuahe Town, Fangshen District,
    Beijing

                                                                                                	 	
                                                                                                  110111194910043615

                                                                                                	 	 	 	250.00	 	 	 	2.50	 
	
                                                                                                  6

                                                                                                	 	
                                                                                                  Zhao
      Bin

                                                                                                	 	
                                                                                                  West
      8 Building, No. 3, Taipingyang Industrial Zone, Shaoyan Rd., Yantian
      District, Shenzhen, Guangdong Province

                                                                                                	 	
                                                                                                  440621196805223134

                                                                                                	 	 	 	200.00	 	 	 	2.00	 
	
                                                                                                  7

                                                                                                	 	
                                                                                                  Chen
      Wei

                                                                                                	 	
                                                                                                  No.
      3-8, Nanhu Tongheiqiao, Shizishan St., Hongshan District,
      Wuhan

                                                                                                	 	
                                                                                                  420111197610265036

                                                                                                	 	 	 	183.00	 	 	 	1.83	 
	
                                                                                                  8

                                                                                                	 	
                                                                                                  Wang
      Jun

                                                                                                	 	
                                                                                                  4th
      Floor, No. 136, Shahuzhui, Wuchang District, Wuhan

                                                                                                	 	
                                                                                                  420106197411082439

                                                                                                	 	 	 	132.35	 	 	 	1.3235	 
	
                                                                                                  9

                                                                                                	 	
                                                                                                  Xu
      Ji

                                                                                                	 	
                                                                                                  20-102,
      No. 5 Building, Fusheng Garden, Fujian Rd., Hexi District,
      Tianjia

                                                                                                	 	
                                                                                                  120103195611280035

                                                                                                	 	 	 	100.00	 	 	 	1.00	 
	
                                                                                                  10

                                                                                                	 	
                                                                                                  Wu
      Xueyuan

                                                                                                	 	
                                                                                                  2-14F,
      Baihua Apartments, Futian District, Shenzhen, Guangdong
      Province

                                                                                                	 	
                                                                                                  432301196601232061

                                                                                                	 	 	 	100.00	 	 	 	1.00	 
	
                                                                                                  11

                                                                                                	 	
                                                                                                  Hu
      Ziwei

                                                                                                	 	
                                                                                                  No.
      255, Jiefang Ave., Wuchang District, Wuhan

                                                                                                	 	
                                                                                                  420802198702070021

                                                                                                	 	 	 	79.00	 	 	 	0.79	 
	
                                                                                                  12

                                                                                                	 	
                                                                                                  Qin
      Wanjiang

                                                                                                	 	
                                                                                                  No.
      9, Houhainanyan, Xicheng District, Beijing

                                                                                                	 	
                                                                                                  110102195811271186

                                                                                                	 	 	 	75.00	 	 	 	0.75	 
	
                                                                                                  13

                                                                                                	 	
                                                                                                  Zuo
      Liping

                                                                                                	 	
                                                                                                  2-502,
      No. 13 building, Lougouqiaonanli, Fengtai District,
Beijing

                                                                                                	 	
                                                                                                  110106195908041526

                                                                                                	 	 	 	150.00	 	 	 	1.50	 
	
                                                                                                  14

                                                                                                	 	
                                                                                                  Fu
      Liuyun

                                                                                                	 	
                                                                                                  14th
      Floor 1, No. 37, Jingwa Rd. Jianghan District, Wuhan

                                                                                                	 	
                                                                                                  420102193605103126

                                                                                                	 	 	 	42.00	 	 	 	0.42	 


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Table
1-1

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	
                                                                                                  Serial

                                                                                                  No.

                                                                                                	 	
                                                                                                  Name

                                                                                                	 	
                                                                                                  Address

                                                                                                	 	
                                                                                                  ID No.

                                                                                                  (Registration No.)

                                                                                                	 	 	
                                                                                                  Number of

                                                                                                  Shares Held

                                                                                                  (10,000)

                                                                                                	 	 	
                                                                                                  Proportion

                                                                                                  of Shares

                                                                                                  Held (%)

                                                                                                	 
	
                                                                                                  15

                                                                                                	 	
                                                                                                  Dai
      Yichao

                                                                                                	 	
                                                                                                  No.
      19, Huanghe’er Village, Jiang’an District, Wuhan

                                                                                                	 	
                                                                                                  420102196210173174

                                                                                                	 	 	 	35.00	 	 	 	0.35	 
	
                                                                                                  16

                                                                                                	 	
                                                                                                  Yang
      Chonghui

                                                                                                	 	
                                                                                                  No.
      4, 3-10, Baiyan Residential Area, Gucheng St., Linhai, Zhejiang
      Province

                                                                                                	 	
                                                                                                  331082198309300318

                                                                                                	 	 	 	30.00	 	 	 	0.30	 
	
                                                                                                  17

                                                                                                	 	
                                                                                                  Liao
      Hanmei

                                                                                                	 	
                                                                                                  3rd
      Floor 1, Xiangiangli No. 29, Hongkong St., Jianghan District,
      Wuhan

                                                                                                	 	
                                                                                                  420102195411082100

                                                                                                	 	 	 	30.00	 	 	 	0.30	 
	
                                                                                                  18

                                                                                                	 	
                                                                                                  Wang
      Yan

                                                                                                	 	
                                                                                                  7th
      Floor 3, No. 12, Taibei Rd., Jiang’an District, Wuhan

                                                                                                	 	
                                                                                                  420102197507160328

                                                                                                	 	 	 	30.00	 	 	 	0.30	 
	
                                                                                                  19

                                                                                                	 	
                                                                                                  Pan
      Ming

                                                                                                	 	
                                                                                                  No.
      30-2-201, Meiyuan Residential Area Phase II, Wuchang District,
      Wuhan

                                                                                                	 	
                                                                                                  422201196303120830

                                                                                                	 	 	 	24.00	 	 	 	0.24	 
	
                                                                                                  20

                                                                                                	 	
                                                                                                  Yan
      Guoqiao

                                                                                                	 	
                                                                                                  3rd
      Floor 1, NO. 241, Hanyang Ave., Hanyang District, Wuhan

                                                                                                	 	
                                                                                                  420104195610304338

                                                                                                	 	 	 	20.00	 	 	 	0.20	 
	
                                                                                                  21

                                                                                                	 	
                                                                                                  Yan
      Huan

                                                                                                	 	
                                                                                                  No.
      59-402, Dongfang Garden, Hanyang District, Wuhan

                                                                                                	 	
                                                                                                  420105198202280445

                                                                                                	 	 	 	20.00	 	 	 	0.20	 
	
                                                                                                  22

                                                                                                	 	
                                                                                                  Li
      Fong

                                                                                                	 	
                                                                                                  2nd
      Floor 1, No. 1095-61, Jiefang Ave., Qiaokou District,
Wuhan

                                                                                                	 	
                                                                                                  420104196303090012

                                                                                                	 	 	 	20.00	 	 	 	0.20	 
	
                                                                                                  23

                                                                                                	 	
                                                                                                  Yao
      Haiqiong

                                                                                                	 	
                                                                                                  No.
      50, Niupiling, Jiang’an District, Wuhan

                                                                                                	 	
                                                                                                  420102197002033729

                                                                                                	 	 	 	15.00	 	 	 	0.15	 
	
                                                                                                  24

                                                                                                	 	
                                                                                                  Li
      Huili

                                                                                                	 	
                                                                                                  No.
      506, Hexingli, Changqing Office, Dongxihu District, Wuhan

                                                                                                	 	
                                                                                                  410321197701145525

                                                                                                	 	 	 	12.00	 	 	 	0.12	 
	
                                                                                                  25

                                                                                                	 	
                                                                                                  Li
      Ziliang

                                                                                                	 	
                                                                                                  4th
      Floor 1, No. 391, Changdi St., Qiaokou District, Wuhan

                                                                                                	 	
                                                                                                  42010419810128271X

                                                                                                	 	 	 	10.00	 	 	 	0.10	 
	
                                                                                                  26

                                                                                                	 	
                                                                                                  Zhuang
      Wenbo

                                                                                                	 	
                                                                                                  13th
      Floor 7, No. 684-18, Jiefang Ave., Jianghan District,
Wuhan

                                                                                                	 	
                                                                                                  420103196710253716

                                                                                                	 	 	 	10.00	 	 	 	0.10	 
	
                                                                                                  27

                                                                                                	 	
                                                                                                  Xue
      Xi

                                                                                                	 	
                                                                                                  6th
      Floor 2, No. 3-13, Xuesong St., Jianghan District, Wuhan

                                                                                                	 	
                                                                                                  420106196105245223

                                                                                                	 	 	 	10.00	 	 	 	0.10	 
	
                                                                                                  28

                                                                                                	 	
                                                                                                  Wang
      Zhaoping

                                                                                                	 	
                                                                                                  No.
      25, Minzu Rd., Jianghan District, Wuhan

                                                                                                	 	
                                                                                                  42010419691124242X

                                                                                                	 	 	 	10.00	 	 	 	0.10	 
	
                                                                                                  29

                                                                                                	 	
                                                                                                  Li
      Mengdie

                                                                                                	 	
                                                                                                  8th
      Floor 1, No. 117-4, Fazham Ave., Jianghan District, Wuhan

                                                                                                	 	
                                                                                                  420104196407234324

                                                                                                	 	 	 	10.00	 	 	 	0.10	 


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Table
1-2

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	
                                                                                                Serial

                                                                                                No.

                                                                                              	 	
                                                                                                Name

                                                                                              	 	
                                                                                                Address

                                                                                              	 	
                                                                                                ID No.

                                                                                                (Registration No.)

                                                                                              	 	 	
                                                                                                Number of

                                                                                                Shares Held

                                                                                                (10,000)

                                                                                              	 	 	
                                                                                                Proportion

                                                                                                of Shares

                                                                                                Held (%)

                                                                                              	 
	
                                                                                                30

                                                                                              	 	
                                                                                                Lai
      Suhua

                                                                                              	 	
                                                                                                5th
      Floor 1, No. 17 Yiyuan Rd., Jiang’an District, Wuhan

                                                                                              	 	
                                                                                                420102196305112067

                                                                                              	 	 	 	10.00	 	 	 	0.10	 
	
                                                                                                31

                                                                                              	 	
                                                                                                Cheng
      Ying

                                                                                              	 	
                                                                                                3-504,
      No. 8 Building, Fulinyuan Residential Area, Chaoyang District,
      Beijing

                                                                                              	 	
                                                                                                420111197112044169

                                                                                              	 	 	 	10.00	 	 	 	0.10	 
	
                                                                                                32

                                                                                              	 	
                                                                                                Zhou
      Lin

                                                                                              	 	
                                                                                                24th
      Floor 5, No. 130, Sanyang Rd., Jiang’an District, Wuhan

                                                                                              	 	
                                                                                                360403197412280323

                                                                                              	 	 	 	8.00	 	 	 	0.08	 
	
                                                                                                33

                                                                                              	 	
                                                                                                Zhang
      Jing

                                                                                              	 	
                                                                                                No.
      70, Fenbu St., Nangang District, Harbin

                                                                                              	 	
                                                                                                230103197501177023

                                                                                              	 	 	 	8.00	 	 	 	0.08	 
	
                                                                                                34

                                                                                              	 	
                                                                                                Liu
      Min

                                                                                              	 	
                                                                                                No.
      5-5-4-2, Xufeng Apartments, Wuchang District, Wuhan

                                                                                              	 	
                                                                                                420107197105100068

                                                                                              	 	 	 	6.00	 	 	 	0.06	 
	
                                                                                                35

                                                                                              	 	
                                                                                                Zhang
      Jianshe

                                                                                              	 	
                                                                                                No.
      46-4, Xian’anfang, Jiang’an District, Wuhan

                                                                                              	 	
                                                                                                42010219530709032X

                                                                                              	 	 	 	6.00	 	 	 	0.06	 
	
                                                                                                36

                                                                                              	 	
                                                                                                Feng
      Ligang

                                                                                              	 	
                                                                                                No.
      40, 1st Group, Fenghuang Village, Shuanghe Town, Changaing County, Sichuan
      Province

                                                                                              	 	
                                                                                                512530197603067079

                                                                                              	 	 	 	5.00	 	 	 	0.05	 
	
                                                                                                37

                                                                                              	 	
                                                                                                Wang
      Jianxin

                                                                                              	 	
                                                                                                7th
      Floor 2, No. 428, Qingnian Rd., Jianghan District, Wuhan

                                                                                              	 	
                                                                                                420103196104033756

                                                                                              	 	 	 	4.00	 	 	 	0.04	 
	
                                                                                                38

                                                                                              	 	
                                                                                                Xiong
      Shuming

                                                                                              	 	
                                                                                                No.
      28-3-601, Zisha Rd., Wuchang District, Wuhan

                                                                                              	 	
                                                                                                420106196305011632

                                                                                              	 	 	 	3.00	 	 	 	0.03	 
	
                                                                                                39

                                                                                              	 	
                                                                                                Luo
      Anying

                                                                                              	 	
                                                                                                2-502,
      No. 58-13, Taiyuan Rd., Wuchang District, Wuhan

                                                                                              	 	
                                                                                                420106196211252021

                                                                                              	 	 	 	2.00	 	 	 	0.02	 
	
                                                                                                40

                                                                                              	 	
                                                                                                Guo
      Yong

                                                                                              	 	
                                                                                                203,
      No. 1296, Yanchang Rd., Chengguan District, Lanzhou, Gansu
      Province

                                                                                              	 	
                                                                                                620402197108082012

                                                                                              	 	 	 	2.00	 	 	 	0.02	 
	
                                                                                                41

                                                                                              	 	
                                                                                                Guang
      Jun

                                                                                              	 	
                                                                                                No.
      89., Jiaotong Rd., Douhe Town, Xiantao, Hubei Province

                                                                                              	 	
                                                                                                429004197903111144

                                                                                              	 	 	 	2.00	 	 	 	0.02	 
	
                                                                                                42

                                                                                              	 	
                                                                                                Wuhan
      Xinyuejin Industrial Co., Ltd

                                                                                              	 	
                                                                                                No.
      Te 1, Luojiazui Rd., Jiang’an District, Wuhan

                                                                                              	 	
                                                                                                Registration
      No. 4201021100565

                                                                                              	 	 	 	100.00	 	 	 	1.00	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Table
1-3