Unassociated Document


    EXHIBIT
10.8


     

    PURCHASE OPTION
AGREEMENT

     

    This
Purchase Option Agreement (this "Agreement") is entered into by
and among all the parties below 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 15,
Economic Development Zone, Jiang’an District, Wuhan.

     

    Party B:  Each
of the shareholders of Wuhan Kingold Jewelry Co., Ltd set forth on Table 1
(collectively, the "Kingold
Shareholders" or individually the "Shareholder”).

     

    Party C:  Wuhan
Kingold Jewelry Co., Ltd, a corporation incorporated and duly existing in the
territory of the PRC pursuant to the laws 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.

     

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

     

    WHEREAS:

     

    1.           On
the date of execution of this Agreement, each of the Kingold Shareholders set
forth on Table 1 is a shareholder of Party C, and the Kingold
Shareholders jointly and duly hold 95% equities of Party C, and the
percentages of equities owned by each of the Kingold Shareholders are listed on
Table 1 attached hereto.

     

    2.           Each
of the Kingold Shareholders agrees to jointly and irrevocably confer
Party A the purchase option to purchase 95% equities in Party C, so
that Party A or the third party designated by Party A ("Designee") may have the right
to purchase all equities the Kingold Shareholders hold in Party C ("Object Equities”) at any time
when the law of the PRC permits and deems it proper.  And Party A
agrees to accept the above-mentioned purchase option.

     

    3.           Party C
agrees to irrevocably confer Party A the purchase option to purchase all
the assets of Party C, so that Party A or its Designee may have the
right to purchase all the assets of Party C ("Object Assets”) at any time
when the law of the PRC permits and deems it proper.  And each of the
Kingold Shareholders of Party C agrees to such grant and Party A
agrees to accept the above-mentioned purchase option.

     

    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              Conferring
and Exercise of Purchase Option

     

    1.1         Purchase
Option of Purchase Equities.  Each of the Kingold Shareholders
agrees to jointly and irrevocably confer Party A the purchase option to
purchase all the equities they hold in Party C (“Equity Purchase
Option”):

     

    1.1.1        Commencing
upon the date hereof and continuing through the date which is ten
(10) years from the date hereof (“Exercise Period”),
Party A or its Designee shall have the right to purchase all or part of the
equities the Kingold Shareholders holds in Party C pursuant to the related
terms and conditions under this Agreement and at the Exercise Price for Equity
Purchase Option (as defined hereunder), provided that the law of the PRC at that
time permits.  The Kingold Shareholders agrees to enter into an Equity
Transfer Agreement (“Equity
Transfer Agreement”) with Party A or its Designee in the format
attached hereunder as Annex 1 to this Agreement.  The Exercise
Period under this Agreement may be extended by the written consent of
Party A before the expiration date.  The term of extension shall
be determined through mutual agreement by all parties to this
Agreement.

     

    1.1.2        Where
the law of the PRC permits and Party A sends the Equity Purchase Exercise
Notice (as defined in Clause 2.2.1), the Kingold Shareholders and
Party C shall unconditionally cooperate with Party A to carry out the
above procedures and transfer all or part of the Object Equities to Party A
or its Designee, and transfer all necessary formalities such as review and
approval, permit, registration and filing.

     

    1.1.3        The
Object Equities shall be free of any Security Interest.  Fro the
purpose of this Agreement, Security Interest means any mortgage, pledge, the
right or interest of the third party, any purchase right of equity interest,
right of acquisition, right of first refusal, right of set-off, ownership
detainment or other security arrangements, however, it does not include any
security interests created under the Pledge of Equity Agreement entered into by
Party A and the Kingold Shareholders on the same day as this Agreement
(“Pledge of Equity
Agreement”).

     

    1.1.4        During
the Exercise Period, if the holding of all or part of the Object Equities by any
or all of the Kingold Shareholders is or will be deemed to violate the
applicable laws and regulations, the Kingold Shareholders and Party C shall
immediately send a written notice to Party A to explain the reason in
detail.

     

    1.2         Purchase
Option to Purchase Assets.  Party C here agrees to
irrevocably confer Party A the purchase option to purchase all of its
assets (“Assets Purchase
Option”).  The Equity Purchase Option and the Assets Purchase
Option collectively are referred to as “Purchase Option”:

     

    1.2.1       During
the Exercise Period, Party A or its Designee shall have the right to
purchase all or part of the assets owned by Party C pursuant to the terms
and conditions under this Agreement at the Exercise Price for Assets Purchase
Option or a percentage thereof (as defined hereunder), provided that the law of
the PRC at that time permits.  Party C agrees to enter into an
assets transfer agreement (“Assets Transfer Agreement”)
with Party A or its Designee in the format attached hereunder as
Annex 2 to this Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.2.2       Where
the law of the PRC permits and Party A sends the Asset Purchase Exercise
Notice (as defined in Clause 2.3.1), the Kingold Shareholders and
Party C shall unconditionally cooperate with Party A to carry out the
above procedures and transfer all or part of the Object Assets to Party A
or its Designee, and transact all necessary formalities such as review and
approval, permit, registration and filing.

     

    1.2.3       When
Party A exercises the Assets Purchase Option, the Kingold Shareholders
shall ensure certain shareholders of Party C set forth on Table 2 will
approve the asset transfer under this Agreement.

     

    Clause
2              Exercise
Steps

     

    2.1         Pursuant
to the applicable laws and regulations, Party A shall have the right to
determine the time, manner and number of purchases for the Purchase
Option.

     

    2.2         Exercise
steps to purchase equities:

     

    2.2.1       During
the Exercise Period, Party A may send an exercise notice (“Equity Purchase
Exercise Notice”) to any or all of the Kingold Shareholders to exercise the
Equity Purchase Option under this Agreement to purchase all or part of the
Object Equities or transfer all or part of the Object Equities to a Designee,
provided that the law of the PRC permits at that time.

     

    2.2.2       Upon
receipt of the Equity Purchase Notice pursuant to Clause 2.2.1 above,
party B and/or such Kingold Shareholder(s) as applicable shall
immediately:

     

    (a)           enter
into an Equity Transfer Agreement in the format attached as Annex 1 hereto
with Party A and/or its Designee according the requirements of the Equity
Purchase Exercise Notice;

     

    (b)           revise
the Articles of Association of Party C together with Party A and/or
its Designee and other shareholders of Party C at that time pursuant to the
Equity Transfer Agreement;

     

    (c)           convene
a shareholder’s meeting of Party C to pass the resolutions to approve the
equity transfer pursuant to the exercise of the Equity Purchase Option and the
amendment to the Articles of Association of Party C;

     

    (d)           together
with Party A and/or its Designee and other shareholders of Party C at
that time, handle all necessary approval and examination, registration and
filing procedures required by laws and regulations of the PRC within thirty
(30) business days as of the date of execution of this Agreement or an
earlier time agreed upon by the parties; and


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (e)           the
Kingold Shareholders shall execute all other requisite contracts, agreements or
documents, obtain all requisite approvals and consents of the government,
conduct all necessary actions, without any Security Interest, to transfer the
valid ownership of the Object Equities to Party A and/or its Designee, and
cause Party A and/or its Designee to be the registered owner of the Object
Equities.

     

    2.3         Exercise
steps to purchase assets:

     

    2.3.1       During
the Exercise Period, Party A may send an exercise notice ("Assets Purchase Exercise
Notice") to Party C to exercise the Assets Purchase Option under
this Agreement, purchase all or part of the Object Assets owned by Party C
or transfer all or part of the Object Assets to a Designee, provided that the
law of the PRC permits at that time.

     

    2.3.2       Once
Party C receives the Assets Purchase Exercise Notice pursuant to
Clause 2.3.1 above, Party C shall immediately:

     

    (a)           enter
into an Assets Transfer Agreement in the format attached as Annex 2 hereto
and any other necessary agreements with Party A and/or its Designee
according to the requirements set forth in the Assets Purchase Exercise
Notice;

     

    (b)           convene
a shareholder's meeting of Party C to pass the resolution to approve the
exercise of the Assets Purchase Option; and

     

    (c)           Party C
and the Kingold Shareholders shall execute all other requisite contracts,
agreements or documents, obtain all requisite approvals and consents of the
government, conduct all necessary actions, without any security interest,
transfer the valid ownership of the Object Assets to Party A and/or it
Designee, and cause Party A and/or its Designee to be the registered owner
of the Object Assets.

     

    2.4         Before
Party A obtains the Object Equities or the Object Assets of Party C by
means of exercising either the Equity Purchase Option or the Assets Purchase
Option, the Kingold Shareholders and/or Party C shall entrust Party A
to manage Party C pursuant to the Exclusive Management Consulting and
Technical Support Agreement entered into by and between Party A and
Party C on the same day as this Agreement.

     

    2.5         Exercise
Conditions.  During the Exercise Period, where Party A
deems it necessary and the law of the PRC at that time permits to purchase the
equities or assets of Party C, Party A may immediately exercise the
Equity Purchase Option or the Assets Purchase Option, and purchase the Object
Equities or Object Assets.  Party A shall have the right to
choose to exercise either the Equity Purchase Option or the Assets Purchase
Option; and the exercise of the Equity Purchase Option will not affect the
exercise of the Assets Purchase Option and vice versa.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Clause
3              Exercise
Price

     

    3.1         Exercise
price for Equity Purchase Option ("Exercise Price for Equity Purchase
Option")

     

    For
Party A to exercise the Equity Purchase Option, the purchase price of the
Object Equities shall be negotiated based on the appraisal by an assets
evaluation institution mutually agreed upon by Party A and the Kingold
Shareholders.

     

    If the
applicable PRC laws imposes other restrictions on the purchase price of the
Object Equities or otherwise amends the applicable law at the time when
Party A exercise the Equity Purchase Option, all Parties agree that the
purchase price shall be set at the lowest price permitted by the applicable
laws.

     

    3.2         Exercise
price for Assets Purchase Option ("Exercise Price for Assets Purchase
Option")

     

    For
Party A to exercise the Assets Purchase Option, the purchase price of the
Object Assets shall be negotiated based on the appraisal by an assets evaluation
institution mutually agreed upon by Party A and Party C

     

    If the
applicable PRC laws impose other restrictions on the purchase price of the
Object Assets or otherwise amends the applicable law at' the time when
Party A exercise the Assets Purchase Option, all Parties agree that the
purchase price shall be set at the lowest price permitted by the applicable
laws.

     

    Clause
4              Represent
ions and Warranties

     

    4.1         Each
party respectively represents and warranties to the other parties
that:

     

    4.1.1        it
has the right to execute this Agreement, the Equity Transfer Agreement, and the
Assets Transfer Agreement, and the capability to perform its obligations under
this Agreement, the Equity Transfer Agreement, and the Assets Transfer
Agreement;

     

    4.1.2        it
has carried out necessary internal derision-making procedures, obtained proper
authority, acquired all the necessary consent and approval of any requisite
third party and government authority to enter into and perform its obligations
under this Agreement, the Equity Transfer Agreement, and the Assets Transfer
Agreement;

     

    4.1.3        to
its knowledge and without independent verification, the execution, delivery of
this Agreement, the Equity Transfer Agreement, and the Assets Transfer
Agreement, and performance of the obligations under this Agreement, the Equity
Transfer Agreement, and the Assets Transfer Agreement will
not:  (i) violate any PRC laws, (ii) conflict with its
Articles of Association or other organizational documents; (iii) breach any
contracts or documents to which each party is a party or which bind each party;
(iv) violate any acquired permits, approvals or any valid qualifications;
or (v) result in the ceasing or revocation or additional conditions to the
acquired permits or approvals; and


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    4.1.4        once
executed, this Agreement, the Equity Transfer Agreement, and the Assets Transfer
Agreement will constitute the legal, valid, and binding obligation of each
party, and each party will be subject to compulsory enforcement on it pursuant
to the terms and conditions under this Agreement, the Equity Transfer Agreement,
and the Assets Transfer Agreement.

     

    4.2         The
Kingold Shareholders hereby, jointly and severally, represents and warrants to
Party A that:

     

    4.2.1        Each
of the Kingold Shareholders is a shareholder, duly and legally registered, of
Party C and has paid the subscribed registered capital in full sum pursuant
to the law of the PRC.

     

    4.2.2        The
shares held by the Kingold Shareholders can be freely transferred without
anyone's prior consent, and the shares are free of encumbrances of any kind,
other than the Security Interest pursuant to the Pledge of Equity
Agreement.

     

    4.2.3        The
Kingold Shareholders have complied with all PRC laws and regulations applicable
to the purchase of assets and equities in connection with this Agreement, the
Equity Transfer Agreement, and the Assets Transfer Agreement.

     

    4.2.4        No
litigation, arbitration or administrative procedure relevant to the Object
Equities or the Kingold Shareholder itself is in process or to be settled, and
the Kingold Shareholders have no knowledge of any pending or threatened
claim;

     

    4.2.5        None
of the Kingold Shareholders has sold or has agreed to sell its equities in
Party C to any third party other than Party A or its
Designee.

     

    4.2.6        Each
of the Kingold Shareholders strictly abides by the obligations under the
Articles of Association of Party C.  There are no circumstances
that may affect the legal status of the Kingold Shareholders as the shareholders
of Party C, or any circumstance that may prevent Party A from
exercising the Equity Purchase Option under this Agreement.

     

    4.2.7        The
Kingold Shareholders, upon the request of Party A, will appoint any person
designated by Party A to he the director of Party C.

     

    4.2.8        The
Kingold Shareholders shall promptly notify Party A of any pending or
threatened litigation, arbitration or administrative procedure related to the
assets, business and income of Party C, and tender to Party A the sole
control of the defense and settlement of such claim and cooperate with such
defense and/or settlement at its own expense.

     

    4.3         Party C hereby represents and
warrants to Parry A that:

     

    4.3.1        Party C
is a joint stock limited company duly and legally registered and existing
pursuant to the law of the PRC.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    4.3.2        Its
business is operated in all major aspects conforming to the current effective
law of the PRC.

     

    4.3.3        Party C
complies with all PRC laws and regulations applicable to the purchase of assets
and equities in connection with this Agreement, the Equity Transfer Agreement,
and the Assets Transfer Agreement.

     

    4.3.4        The
shares of Party C are transferable, and Party C has not permitted or
caused any Security Interest to be imposed upon the shares of Party C,
other than the Security Interest pursuant to the Pledge of Equity
Agreement.

     

    4.3.5        Party C
does not have any unpaid debt, other than (i) debt arising from its normal
business; and (ii) debt disclosed to Party A and obtained written
consent by Party A.

     

    4.3.6        No
litigation, arbitration or administrative procedure relevant to the Object
Equities and Object Assets of Party C or Party C itself is in process
or to be settled and Party C has no knowledge of any pending or threatened
claim.

     

    4.3.7        Party C
has not sold or agreed to sell any of its assets to any third party other than
Party A or its Designee.

     

    4.3.8        Neither
the execution and delivery of this Agreement, the Equity Transfer Agreements or
Assets Transfer Agreements, nor the performance of the obligations under this
Agreement, any Equity Transfer Agreements or Assets Transfer Agreements
will:  (i) violate any PRC laws; (ii) conflict with its
Articles of Association or other organizational documents; (iii) breach any
contracts or documents to which Party C is a party or which bind
Party C; (iv) violate any acquired permits, approvals or any valid
qualifications; or (v) result in the ceasing or revocation or additional
conditions to the acquired permits or approvals.

     

    4.3.9        Party C
will maintain insurance from an insurance company acceptable to
Party A.  The amount and category of insurance shall be the same
as those held by the companies which are in the same industry with similar
business and own the similar properties and assets as Party C.

     

    4.3.10      Upon
the request of Party A, Party C shall provide all related operation
and finance materials of Party C to the extent that those materials are
available to Party C.

     

    4.3.11      Party C
shall promptly notify Party A of any pending or threatened litigation,
arbitration or administrative procedure related to the assets, business and
income of Party C, and tender to Party A the sole control of the
defense and settlement of such claim and cooperate with such defense and/or
settlement at Party C's expense.

     

    4.4         Before
Party A obtains the Object Equities and Object Assets of Party C by
means of exercising either the Equity Purchase Option or the Assets Purchase
Option, with out the prior written consent by Party A, the Kingold
Shareholders and Party C shall not jointly or separately:


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    4.4.1        amend,
modify or revise the Articles of Association of Party C in any form, or
change the structure of the registered capital;

     

    4.4.2        agree
to increase or decrease the registered capital or the number of existing
shareholders of Party C;

     

    4.4.3        cause
Party C to have transactions, which may materially affect the assets,
business, net assets or other legal rights and liabilities of Party C,
unless these transactions are related to the ordinary course of business or have
been disclosed to and the written consent from Party A has been
obtained;

     

    4.4.4        transfer
or dispose the Object Equities in any manner or grant any security interest or
any other third-party right on the Object Equities;

     

    4.4.5        sell,
transfer, mortgage or dispose in any other form, any asset, income and any other
legal yield and interest of Party C, or approve any encumbrance or
imposition of any Security Interest on Party C’s assets;

     

    4.4.6        issue
or provide guarantee, loan or credit to any third party or incur any debt, other
than (i) the debt arising from ordinary course of business; and
(ii) the debt has been disclosed to Party A and the written consent by
Party A has been obtained.

     

    4.4.7        terminate
or cause Party C to terminate any material agreement (whose definition is
at Party A’s discretion at that time) entered into by Party C, or
enter into any agreement that would conflict with the existing material
agreements of Party C and/or the Kingold Shareholders;

     

    4.4.8        distribute
any distributable profit, bonus, dividend or interest of Party C, unless
otherwise stipulated by law; or

     

    4.4.9        approve
or adopt any shareholders resolution at a shareholder meeting of Party C
which may cause Party C to merge, acquire, invest in or associate with any
entity other than Party A.

     

    Clause
5              Transfer
of this Agreement

     

    5.1         Without
the prior written consent by Party A, the Kingold Shareholders and
Party C shall not sub-contract, license or transfer its rights and
obligations under this Agreement to any third party or its affiliate; and any
transfer of this Agreement without prior written consent of Parry A shall
be invalid.

     

    5.2         The
Kingold Shareholders and Party C agree and confirm that Party A may
transfer its rights and obligations under this Agreement, without the consent of
the Kingold Shareholders and Party C, to any third party, provided that
Party A notifies the Kingold Shareholders and Party C of such transfer
in writing.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Clause
6              Confidentiality

     

    6.1         All
parties agree that, all materials, documents, communications and other
information obtained in the negotiation, execution or performance of this
Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement,
whether commercial, technical or in any other form (“Confidential information"),
shall be strictly kept confidential and used only for the performance of the
obligations under this Agreement, the Equity Transfer Agreement, and the Assets
Transfer Agreement.  Unless the other parties consent in writing, none
of the parties shall release, leak or disclose any Confidential Information to
any third party.

     

    6.2         Either
party may disclose the Confidential Information in the following
circumstances:  (1) where the law, court order or the competent
court with jurisdiction requires, and such disclosure may be conducted only
within such requirement; (2) where the competent authority or government
department requires; (3) where such Confidential Information has been known
to the general public; (4) where such Confidential Information was owned
duly and legally by the disclosing party rather obtained from the other party
before the disclosing party obtains it; (5) the information is required to
be disclosed subject to the applicable laws or the rules or provisions of a
stock exchange or securities governing authority; and (6) the information
is disclosed by each party to its legal or financial consultant relating the
transaction of this Agreement, the Equity Transfer Agreement, and the Assets
Transfer Agreement, and this legal or financial consultant shall comply with the
confidentiality set forth in this Clause.

     

    However,
for the circumstances aforesaid, where either party discloses the Confidential
Information, it shall inform the other party of the Confidential Information to
be disclosed.

     

    6.3         Nonetheless
other provisions of this clause, either party shall have the right to disclose
the Confidential Information to its lawyer, accountant, other professional
consultants, directors or senior officers; such personnel shall undertake in
writing to treat such information as Confidential Information by taking the
measures similar to those provided in 7.1 of this Clause.

     

    6.4         The
disclosure of the Confidential Information by staff or employed institution of
any party shall be deemed as the disclosure of such Confidential Information by
such party, and such party shall bear the liabilities for breaching the
agreement.

     

    6.5         This
clause shall survive whatever this Agreement is invalid, amended, revoked,
terminated or unable to implement by any reason.

     

    Clause
7              Liability
for breach

     

    7.1         Both
panics shall sufficiently perform this Agreement.  Either Party
breaching this Agreement shall bear the liability as arising out of and in
relation thereto.  If the breaching party causes damages to any other
party, the breathing party shall compensate such party for all such
damages.

     

    7.2         If
a Kingold Shareholder breaches this Agreement, in addition to the remedies
stipulated by law, Party A may also take the following
measures:


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    7.2.1        require
such breaching Kingold Shareholder to transfer all or any part of the equities
of Party C held by such breaching Kingold Shareholder immediately at the
Exercise Price for Equity Purchase Option to Party A or its Designee,
provided that the law of the PRC permits at that time; or

     

    7.2.2        require
such breaching Kingold Shareholder to compensate all direct and indirect
damages, including but not limited to all the legal fees, travel fees and
investigation fees paid for seeking and enforcing such remedies.

     

    7.3         If
Party C breaches this Agreement, in addition to the remedies stipulated by
law, Party A may also take the following measures:

     

    7.3.1        require
Party C to transfer all or part of the Object Assets immediately at the
Exercise Price for Assets Purchase Option to Party A or its Designee,
provided that the law of the PRC permit at that time;

     

    7.3.2        require
the Kingold Shareholders to exercise their rights as shareholders, and cure the
breach of Party C; if after ten (10) days after Party A sends a
written notice to the Kingold Shareholders or Party C, such breach has not
been cured.  Party A shall have the right to require the Kingold
Shareholders to transfer all or part of the Object Equities immediately at the
Exercise price for Equity Purchase Option to Party A or its Designee
provided that the law of the PRC permits at that time; or

     

    7.3.3        require
the Kingold Shareholders and Party C to compensate all direct and indirect
damages, including but not limited to all the legal fees, travel fees and
investigation fees paid for seeking and enforcing such remedies.

     

    Clause
8              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
9              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
10            Effect and
Termination

     

    10.1       This
Agreement shall come into effect after it is signed and stamped by all
parries.

     

    10.2       In
any of the following circumstances, this Agreement shall be
terminated:

     

    10.2.1      where,
during the Exercise Period, all parties reach an agreement to terminate this
Agreement;


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    10.2.2      where,
during the Exercise Period, Party A notifies the other parties thirty
(30) days in advance to terminate this Agreement; in such circumstance,
Party A shall not assume any liabilities as arising out of and in relation
thereto;

     

    10.2.3      at
the expiration of the Exercise Period provided; however, Party A may extend
the Exercise Period and this Agreement in its sole discretion; or

     

    10.2.4      upon
the unanimous agreement by all parties.

     

    10.3       The
Clause 7 regarding confidentiality and Clause 13 regarding
indemnification shall survive the termination of this Agreement.

     

    Clause
11           Taxes and
Fees.  All taxes and fees resulting from the execution and
performance of this Agreement, the Equity Purchase Agreement and the Assets
Purchase Agreement shall be borne by each party respectively pursuant to the
applicable laws and regulations.

     

    Clause
12           Indemnification.  Party C
and each of the Kingold Shareholders shall indemnify and hold harmless
Party A or its Designee, their affiliates and each of their respective
successors and assigns, and their respective officers, directors, employees and
agents (collectively, "Indemnified Party") from and
against any liabilities, claims (including claims by third parties}, demands,
judgments, losses, costs, damages or expenses whatsoever (including reasonable
attorneys', consultants' and other professional fees and disbursements of every
kind, nature and description) (collectively, "Damages") such Indemnified
Party may sustain, suffer or incur and that result from, arise out of or relate
to the willful breach of this Agreement, the Equity Purchase Agreement and the
Assets Purchase Agreement by Party C or any of the Kingold
Shareholders.

     

    Clause
13            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.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    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.           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 unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    6.           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.

     

    7.           Succession
of this Agreement.  This Agreement shah bind the successors and
transferees of all parties.

     

    8.           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.

     

    9.           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 notice, direct:

     

    
      
        
          
            	
                    If
      to Party A:

                  
	 
      
	
                    With
      a copy to:

                  	 
      	 
      
	 
      
	
                    If
      to Party B:

                  
	 
      
	
                    With
      a copy to:

                  	 
      	 
      
	 
      
	
                    If
      to Party C:

                  
	 
      
	
                    With
      a copy to:

                  	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    10.         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._


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    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)

                
	 
      
	
                  Legal Representative or Authorized Representative (signature):

                	 
      
	 
      
	
                  Party
      B:  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 
	 
      	 
      	 	 
      	 
      
	
                    Zhang Jianshe (signature):

                  	/s/
      Zhang Jianshe 	 	
                    Feng Ligang (signature):

                  	/s/
      Feng Ligang 
	 
      	 
      	 	 
      	 
      
	
                    Wang Jianxin (signature):

                  	/s/
      Wang Jianxin 	 	
                    Xiong Shuming (signature):

                  	/s/
      Xiong Shuming 


          

        

      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  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):

                  	 
      	 
      


          

        

      

    

    


    
      
        
          
            
              	
                      Party C:  Wuhan Kingold Jewelry Co. Ltd. (seal)

                    
	 
      
	
                      Legal Representative or Authorized Representative (signature):

                    	 
      


            

          

        

      

    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    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

        
          

        

      

      
         


      

    


    Table 2:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Serial

                                        No.

                                      	 	
                                        Name

                                      	 	
                                        Address

                                      	 	
                                        ID No.

                                        (Registration No.)

                                      	 	
                                        Number of

                                        Shares Held

                                        (10,000)

                                      	 	 	
                                        Proportion

                                        of Shares

                                        Held (%)

                                      	 
	
                                        1

                                      	 	
                                        Beijing
      Shouchuang Investment co., Ltd.

                                      	 	
                                        Room
      1808, No. 69 Zizhuyuan Rd., Haidian District, Beijin.

                                      	 	
                                        Registration
      No. 1100001513673

                                      	 	 	500.00	 	 	 	5.00	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        Table
2-1

        
          

        

      

      
         


      

    


    Annex
1:  Equity Transfer Agreement

     

    This
Equity Transfer Agreement is entered into by and between the following two
parties on ____________________ in __________________:

     

    (1)
____________________(hereinafter referred to the "Transferor")

     

    (2) Wuhan
Vogue-Show Jewelry Co., Ltd, a Wholly-Owned Foreign Enterprise ("WOFE") incorporated and duly
existing in Wuhan of the PRC with legal registered office at 5th Floor 1-3,
No. Te 15, Economic Development Zone, Jiang'an District, Wuhan and
legal representative:  Hu Qiao (hereinafter referred to as “the transferee”).

     

    WHEREAS:

     

    1.           The
transferor holds ______% of the equities of Wuhan Kingold Jewelry Joint Stock
Co., Ltd ("Kingold
Jewelry").

     

    2.           The
transferor agrees to transfer _______% of the equities held in Kingold Jewelry
to the transferee and the transferee agrees to accept the above
equities.

     

    THEREFORE, through friendly
negotiation, both parties have reached the following agreements for the equity
transfer:

     

    Clause
1        Equity Transfer and
Settlement

     

    1.1   Both
parties hereto agree that the transferor transfers its ______ % equities in
Kingold Jewelry to the transferee pursuant to the terms and conditions of this
Agreement.  The transferee agrees to accept the equities of the
transferor.

     

    1.2   The
prompt day for the above-mentioned equity transfer shall be the day where
Kingold Jewelry completes the registration of change with Administration for
Industry and Commerce.  As of the prompt day, the ______ % equities
the transferor holds in Kingold Jewelry shall be transferred to the transferee,
and the transferee shall enjoy the rights and assume the obligations as a
shareholder of Kingold Jewelry with all the equities it holds.

     

    Clause
2        Transfer Price

     

    2.1   Both
parties hereto agree that the price tor such equity transfer is RMB
__________________ and shall be paid during ________________ days as of the
execution of this Agreement.

     

    Clause
3        Taxes and
Fees.  Both parties hereto shall bear any applicable tax and
fee and expense, including duly and legal fees and expenses for lawyers,
accountants and other experts, as arising from and in relation to the
negotiation, preparation and execution of this Agreement and the necessary
approvals for this Agreement.


    
      
         


      

      
        Annex
1-1

        
          

        

      

      
         


      

    


    Clause
4               Dispute
Resolution.  Any dispute between the transferor and the
transferee arising from or in relation to this Agreement shall firstly be
subject to the friendly negotiation of both parties.  If the dispute
may not be settled during thirty (30) days after the negotiation aforesaid,
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.

     

    Clause
5               Others.  This
Agreement is signed in Chinese arid is in _______ copies.  The
transferor and the transferee hold _____________ copy (copies) and __________
copy (copies) are filed to the original commerce and industry registration agent
and the rest ________ copy (copies) are filed to the notarial office (if
necessary).  All copies shall have the same legal effect.

     

    The
Transferor:  ____________________  The
Transferee:  ____________________ Co., Ltd

     

    
      
        	
                Authorized
      Representative (signature):

              	 
      	
                Authorized
      Representative (signature):

              
	 
      	 
      	 
      
	
                Name:

              	 
      	
                Name:

              


      

    


    
      
         


      

      
        Annex
1-2

        
          

        

      

      
         


      

    


    Assets
Transfer Agreement

     

    This
Assets Transfer Agreement (hereinafter referred to as this "Agreement") is entered into by
and between the following two parties on _______________ ______, 2008 in
______________ City, _________________ Province of the PRC:

     

    ___________________
Co., Ltd (hereinafter referred to as the “Transferor”)

     

    Registered
Office:  _______________________

     

    Name of
Legal Representative:  ______________________

     

    ___________________
Co., Ltd (hereinafter referred to as the “Transferee”)

     

    Registered
Office:  _______________________

     

    Name of
Legal Representative:  ______________________

     

    WHEREAS:

     

    1.           The
transferor is a joint stock limited company duly registered and incorporated in
the PRC and mainly engaging in ______________.  The transferee is a
limited liability company duly registered and incorporated ill the
PRC.

     

    2.           The
transferee, for its operation purpose, needs to purchase part of assets owned by
the transferor (with the details listed in Annex 1I hereto).

     

    3.           The
transferor agrees to sell to the transferee pursuant to the terms and conditions
under this Agreement and the transferee agrees to purchase from the transferor
pursuant to the terms and conditions under this Agreement the assets as stated
in Clause 1 of this Agreement provided that the attached conditions
permit.

     

    HEREBY, both parses have
reached the following agreements:

     

    Clause
1        Assets
Transfer and Payment.  The transferor here agrees to sell to
the transferee pursuant to the terms and conditions under this Agreement and the
transferee agrees to purchase from the transferor pursuant to the terns and
conditions under this Agreement all the assets as listed in Annex 1 to this
Agreement as at the prompt date (except otherwise provided in 1.2
herein).

     

    Unless
otherwise provided by the law of the PRC, us of the day when this Agreement
comes into effect, the title of and any right and interest in relation to or
resulting from the assets shall be owned by the transferee.

     

    Clause
2        Transfer
Price and Payment.  The transferor and the transferee here
consistently agree that the transfer price of the assets under this Agreement
shall be RMB __________________.


    
      
         


      

      
        Annex
1-3

        
          

        

      

      
         


      

    


    Clause
3        Fees.  Except
otherwise provided expressly or agreed by both parties, both parties shall pay
respectively all fees (including but not limited to fees to its lawyer, auditor,
other representatives or consultants) as arising from and in relation to the
preparation, execution and performance of this Agreement and the expected
transactions, and bear respectively taxes as arising out of and in relation
thereto.

     

    Clause
4        Termination.  This
Agreement may be terminated provided that both parties agree in writing to do
so.

     

    Clause
5        Dispute
Resolution.  Both parties shall friendly negotiate to solve any
dispute as arising from or in relation to this Agreement, including the dispute
and misunderstanding on the revision of the respective rights and obligations
under this Agreement.  This negotiation shall be immediately started
upon the service of the written request by either party to the other party for
the negotiation which states the nature of the disputes.

     

    If the
dispute is not solved during thirty (30) days after the service of written
request for negotiation, either party may require filing the dispute to
______________ Sub-commission of China International Economic and Trade
Arbitration Commission ("CIETAC”) for arbitration in ___________ pursuant to the
currently effective arbitration rules of CIETAC at the time of
application.

     

    This
arbitration shall be final and bind both parties.  Both parties
expressly agree to waive the application of laws and regulations on the appeal
of the arbitral award, and thus both parties shall not file an appeal for the
arbitral award and neither party shall refuse the enforcement action of the
other party pursuant to the arbitral award which is favorable to the later
party.

     

    Clause
6        Other
Terms.

     

    6.1           Effect.  This
Agreement shall come into effect as of the date of execution and constitute the
legal, valid and binding obligations of both parties and either party may impose
enforcement on the other party  pursuant to the terms  and
conditions of this Agreement.

     

    6.2           Governing
Law.  The interpretation arid performance of all terms and
conditions of this Agreement shall be governed by the law of the
PRC.

     

    6.3           Revision
and Amendment to this Agreement.  Both parties may revise and
amend this Agreement in the form of written agreement.  The revised
agreement and supplementary agreement to this Agreement with the signatures of
both parties shall be an integral part of this Agreement and shall have the same
legal effect as this Agreement.

     

    6.4           Severability.  If
any clause is invalid, illegal or unenforceable, the other clauses of this
Agreement shall remain in full force and effect to both parties.

     

    6.5           Copy.  This
Agreement is executed in duplicate and in both English and
Chinese.  Each party holds one and alt topics shall have the same
legal effect.

     

    (hereinafter
left blank)


    
      
         


      

      
        Annex
1-4

        
          

        

      

      
         


      

    

    


    IN WITNESS HEREOF the
authorized representatives of the transferor and the transferee have signed on
this Agreement on the date stated on the first page of this
Agreement.

    


    
      
        
          
            
              	
                      The Transferor:

                    	 
      	 
      
	
                      Company

                    	 
      
	
                      Seal:

                    	 
      
	 
      	 
      
	 
      	 
      


            

          

        

        
          
            
              	
                      Authorized Representative:

                    	 
      	 
      


            

          

        

        


        
          
            
              	
                      The Transferee:

                    	 
      	 
      
	
                      Company

                    	 
      
	
                      Seal:

                    	 
      
	 
      	 
      
	 
      	 
      


            

          

        

        
          
            	
                    Authorized Representative:

                  	 
      	 
      


          

        

      

    

     

    
      
         


      

      
        Annex
1-5