Unassociated Document


     

    EXHIBIT
10.9

     

    Pledge
of Equity Agreement

     

    This
Pledge of Equity Agreement (this “Agreement”) is entered into by
and between the following two parties in Wuhan China on June 30th,
2009;

     

    Party A:  The
Kingold Shareholders; The Shareholders of Wuhan Kingold Jewelry Co., Ltd
{hereinafter referred to as “Kingold Jewelry”) set forth on
Table 1, (collectively, the “Kingold
Shareholders”).

     

    Party B:  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.

     

    Whereas:

     

    1.           Each
shareholder set forth on Table 1 is the shareholder of Wuhan Kingold Jewelry
Co., Ltd and duly and legally holds shares of Kingold Jewelry.  The
percentage of shares held is as indicated in Table 1 attached
hereto.

     

    2.           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 license
registration number:  420100000023089 and legal registered office at
No. Te 15, Huangpu Science and Technology Park, Jiang’ an District,
Wuhan.

     

    3.           In
order to ensure the Kingold Shareholders and/or Kingold Jewelry to perform all
obligations under the Exclusive Management Consulting and Technical Support
Agreement, Shareholders’ Voting Proxy Agreement and Purchase Option Agreement
(collectively referred to as “Onshore Agreements”) entered
into on tie same day as this Agreement, the Kingold Shareholders, agree to
pledge their 95% equities in Kingold Jewelry to Party B as the guarantee
for the performance of the Onshore Agreements by the related responsible parties
pursuant to the terms and conditions of this Agreement, and Party B agrees
to accept such pledge provided by the Kingold Shareholders.

     

    Now,
therefore,, under the principle of equality and mutual benefit and with the
consensus reached through negotiation, both parties have entered into this
Agreement and agreed to abide by it pursuant to the applicable laws and
regulations of the PRC

     

    Clause 1              Fledge
of Equity

     

    In order
to guarantee the Kingold Shareholders and other related responsible parties to
perform all obligations and liabilities under the Onshore Agreements, each of
the Kingold Shareholders, agree to pledge the Pledged Equities (as defined in
Clause 4 herein) under this Agreement to Party B pursuant to the terms and
conditions of this Agreement, and Party B agrees to accept the above equity
pledge, and have priority right to the proceeds from the conversion, auction, or
sale of the Pledged Equities.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    The
Pledge under this Agreement includes the rights owned by Party B to collect the
fees (including legal fees), expenses, interests, losses, liquidated damages and
compensations that Kingold Jewelry shall pay under the Onshore Agreements, and
civil liabilities that Kingold Jewelry or Kingold Shareholders shall bear in
case the Onshore Agreements wholly or partially become null and void due to any
reason.

     

    Unless
consent in writing by Party B, after the execution of this Agreement, the pledge
under this Agreement will be discharged only when Kingold Jewelry and Kingold
Shareholders have performed all the obligations and liabilities under the
Onshore Agreements and Party B confirms in writing.  If Kingold
Jewelry or Kingold Shareholders have not fully performed all or part of its or
their obligations or liabilities under the Onshore Agreements at the expiration
of such agreements, Party B will maintain the pledge hereunder up to the date
when all such obligations and liabilities are fully performed.

     

    Clause 2              Representations
and Warranties

     

    
      	
              2.1

            	
              The
      Kingold Shareholders, jointly and severally, represent and warranty to
      Party B, on the day of execution of this
  Agreement:

            


    

     

    
      	
            	
              2.1.1

            	
              The
      Kingold Shareholders have the right to execute this Agreement and the
      capability to perform the same;

            


    

     

    
      	
            	
              2.1.2

            	
              The
      Kingold Shareholders have carried out necessary internal decision-making
      procedures, obtained proper authority, acquire 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
it;

            


    

     

    
      	
            	
              2.1.3

            	
              Upon
      the execution, this Agreement will constitute the legal, valid, binding
      obligation of all parties and all parties will be subject to compulsory
      enforcement pursuant to the teems and conditions of this
      Agreement.

            


    

     

    
      	
            	
              2.1.4

            	
              Each
      of the Kingold Shareholders is the exclusive end duly owner of the Pledged
      Equities, has paid up all capitals subscribed, has obtained the capital
      verification report issued by the duly qualified Certified Public
      Accounting firm and has the right to set the pledge of the first priority
      on such Pledged Equities for Party
B.

            


    

     

    
      	
            	
              2.1.5

            	
              Except
      for the pledge under this Agreement, there is not:  (i) any
      other encumbrance or any security interests for the benefit of any third
      party on the equity interests pledged by the Kingold Shareholders
      (including but not limited to pledge); (ii) any mortgages or other
      guarantee rights set for any third party; (iii) any pending or
      possible civil, administrative or criminal litigation or administrative
      punishment or arbitration relating to the equity interests hereunder on
      the date of execution of this Agreement; (iv) any trusts or
      conditions of limited use; (v) any exemptions from lawsuit, execution,
      enforcement or other legal proceedings, or (vi) any outstanding taxes,
      fees or undecided legal procedures related with the equity interests
      hereunder on the date of execution of this
  Agreement.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
            	
              2.1.6

            	
              The
      Kingold Shareholders have not effected and will not effect an event of
      default and have no knowledge of any risk of an Event of Default (defined
      in Clause 7) under this Agreement or any other agreement to which the
      Kingold Shareholders are a party.

            


    

     

    
      	
            	
              2.1.7

            	
              The
      Kingold Shareholders have abided by and performed all obligations
      stipulated by the applicable laws and regulations and all applicable
      authorizations and permissions; The Kingold Shareholders do not have any
      circumstances that go against laws, regulations or rules and may have
      material and adverse effect on the validity, effect, performance and
      enforceability of this Agreement.

            


    

     

    
      	
            	
              2.1.8

            	
              To
      the best knowledge of the Kingold Shareholders, no court, arbitral
      tribunal or government authority starts to take any legal proceedings or
      administrative proceedings against The Kingold Shareholders or their
      Pledged Equities, neither does any courts, arbitral tribunals or
      government authority start to file any legal proceedings or administrative
      proceedings against the Kingold Shareholders or their Pledged Equities,
      and the Kingold Shareholders have no knowledge of any such
      risks.

            


    

     

    
      	
              2.2

            	
              Party
      B presents and warranties to the Kingold Shareholders on the day of
      execution of this Agreement:

            


    

     

    
      	
            	
              2.2.1

            	
              it
      has the right, to execute this Agreement and the capability to perform the
      same;

            


    

     

    
      	
            	
              2.2.2

            	
              it
      has carried out necessary internal decision-making procedures, obtained
      proper authority, acquire the necessary consents and approvals of any
      third party and government authority to enter into and perform this
      Agreement and it does not go against the laws and contracts binding or
      affecting it; and

            


    

     

    
      	
            	
              2.2.3

            	
              upon
      the execution, this Agreement will constitute the legal, valid, binding
      obligation of all parties and all patties shall be subject to compulsory
      enforcement pursuant to the terms and conditions of this
      Agreement.

            


    

     

    Clause 3              Guaranteed
Liabilities

     

    The
liabilities guaranteed under this Agreement are the obligations and liabilities
of the Kingold Shareholders and all related responsible parties incurred under
the Onshore Agreements (including the extended agreements to these agreements
and the revised and supplementary agreements to such agreements), including but
not limited to the management consulting fees, interest, liquidated damages,
indemnities, creditor’s right realization fees arising out of and in relation to
the Onshore Agreements and payable by the Kingold Shareholders to Party B, and
the damages and other fees that are payable by the Kingold Shareholders to Party
B due to the default.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Clause 4              Pledged
Equities

     

    The
Pledged Equities are the 95% shares in Kingold Jewelry which the Kingold
Shareholders duly and legally hold (see the percentage of shares in Table 1
attached hereto) and all rights and proceeds of or in relation to such
equities.

     

    Clause 5              Pledge
Procedures and Transaction

     

    Within
thirty (30) days of the execution of this Agreement, the Kingold Shareholders
shall transact the registration procedures in relation to this pledge of equity
at Wuhan Administration for Industry and Commerce.  If the
registration for such pledge of equity fails due to the reason of Wuhan
Administration for Industry and Commerce, the Kingold Shareholders shall write
down the matter about such pledge of equity into the stock ledger of Kinggold
Jewelry and apply to Wuhan Administration for Industry and Commerce for the
transaction of the registration of the pledge of equity within thirty (30) days
as of the day when Wuhan Administration for Industry and Commerce approves the
transaction or the information about transaction approval is
obtained.

     

    Clause 6              The
Kingold Shareholder’s Undertaking

     

    Within
the term of this Agreement, the Kingold Shareholders undertakes to Party B
that:

     

    
      	
              6.1

            	
              without
      the prior written consent of Party B, the Kingold Shareholders shall not
      set any other guarantees (whether prevailing over the pledge under this
      Agreement or not) or other restrictive conditions un all or part of the
      Pledged Equities;

            


    

     

    
      	
              6.2

            	
              without
      the prior written consent of Party B, the Kingold Shareholders shall not
      sell, lease, lend, transfer, assign, grant, remortgage, trust, or
      participate in equity investment by, the Pledged Equities or dispose by
      any other means all or part of the Pledged
  Equities;

            


    

     

    
      	
              6.3

            	
              the
      Kingold Shareholders shall not use or allow others to use the Pledged
      Equities for any actions or events against law or tins
      Agreement;

            


    

     

    
      	
              6.4

            	
              after
      receiving any notice, order, ruling, verdict or other instruments in
      relation to the Pledged Equities from the government, judicial authority
      or arbitral organization of the PRC, the Kingold Shareholders shall
      immediately notify Party B and within the period provided by law take all
      necessary steps to reduce the risks that such notice, order or other
      instruments may bring to the Pledged Equities.  Where Party B
      deems necessary, the Kingold Shareholders shall file a lawsuit,
      arbitration or administrative lawsuit against the above notice, order or
      other instruments and hear all fees that arising therefrom and in relation
      thereto;

            


    

     

    
      	
              6.5

            	
              the
      Kingold Shareholders shall timely notify Party B of any events or any
      received notices which may affect the the Kingold Shareholders’ equity
      interest or any part of its right, and any events or any received notices
      which may change the Kingold Shareholders’ covenants and obligations under
      this Agreement or which may affect the the Kingold Shareholders’
      performance of its obligations under this Agreement, and lake actions in
      accordance with the instructions of Party
B;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              6.6

            	
              the
      Kingold Shareholders agrees that Party B’s right of exercising the pledge
      pursuant to this Agreement shall not be suspended or hampered by the
      Kingold Shareholders or any successors or transferees of the Kingold
      Shareholders or any other persons;

            


    

     

    
      	
              6.7

            	
              the
      Kingold Shareholders warrants to Party B that in order to protect or
      perfect the security over the obligations of the Kingold Shareholders
      and/or Wuhan Kingold under Onshore Agreements, the Kingold Shareholders
      shall make any necessary amendment (if applicable), execute in good faith
      and cause other parties who have interests in the pledge to execute all
      the title certificates, contracts, and /or perform and cause other parties
      who have interests to take action as required by Party B and make access
      to exercise the rights and authorization vested in Party B under this
      Agreement, and execute all the documents with respect to the changes of
      certificate of equity interests Party B or another party designated by
      Party B, and provides Party B with all the documents regarded as necessary
      to Party B within the reasonable time;
and

            


    

     

    
      	
              6.8

            	
              the
      Kingold Shareholders warrants to Party B that the Kingold Shareholders
      will comply with and perform all the guarantees, covenants, agreements,
      representations and conditions for the benefits of Party B.  The
      Kingold Shareholders shall indemnity Party B for all the damages suffered
      by Party B for the reasons that the Kingold Shareholders do not perform or
      fully perform their guarantees, covenants, agreements, representations and
      conditions.

            


    

     

    Clause 7              Event
of Default

     

    
      	
              7.1

            	
              The
      following events shall be regarded as an Event of
  Default:

            


    

     

    
      	
            	
              7.1.1

            	
              where
      the Kingold Shareholders and related responsible parties fail to perform
      any obligations under the Onshore Agreements in time or fails to discharge
      any guaranteed liability as scheduled in full
  sum;

            


    

     

    
      	
            	
              7.1.2

            	
              where
      any representation and undertaking the Kingold Shareholders makes in
      Clause 2 herein
      have falsity, fraud, misleading statement or
  error;

            


    

     

    
      	
            	
              7.1.3

            	
              where
      the Kingold Shareholders violates any undertaking in Clause 6 of this
      Agreement;

            


    

     

    
      	
            	
              7.1.4

            	
              where
      the Kingold Shareholders refuses or intentionally delays the transaction
      of the procedures necessary for the registration of the pledge under this
      Agreement and tails to correct such action in time within ten (10) days as
      of the day when Party B requires in writing to do
  so;

            


    

     

    
      	
            	
              7.1.5

            	
              where
      any external loan, guarantee, indemnity, undertaking or other compensation
      liability of the Kingold Shareholders:  (i) is required to
      be discharged or performed in advance due to an event of default; or
      (ii) is due but cannot be discharged or performed as scheduled, which
      makes Party B reasonably believe that the ability of die Kingold
      Shareholders to perform its obligations under this Agreement has been
      materially and adversely
affected;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
            	
              7.1.6

            	
              where
      this Agreement becomes ineffective, revocable, unenforceable or the
      Kingold Shareholders cannot continue performing its obligations under this
      Agreement in time and completely due to the fault (including omission) of
      the Kin gold Shareholders after the issuance of new laws and
      regulations;

            


    

     

    
      	
              
              

            	
              7.1.7

            	
              where
      the Kingold Shareholders violates any other term and condition of this
      Agreement; and

            


    

     

    
      	
            	
              7.1.8

            	
              other
      circumstances in which Party B cannot exercise and dispose the pledge due
      to the fault (including omission) of the Kingold
    Shareholders.

            


    

     

    
      	
            	
              7.1.9

            	
              The
      Kingold Shareholders waive the pledged equity interests or transfers the
      pledged equity interests without prior written consent from the Party
      B;

            


    

     

    
      	
            	
              7.1.10

            	
              Any
      approval, permits, licenses or authorization from the competent authority
      of the government needed to perform this Agreement or validate this
      Agreement are withdrawn, suspended, invalidated or materially
      amended;

            


    

     

    
      	
            	
              7.1.11

            	
              The
      property of the Kingold Shareholders is adversely changed and causes
      Party B to deem that the capability of the Kingold Shareholders to
      perform the obligations herein is
affected;

            


    

     

    
      	
              7.2

            	
              If
      the Kingold Shareholders knows or should have known the occurrence of any
      event stated above in Clause 7.1 or any matter that may incur the above
      events, it shall immediately notify Party B in
  writing.

            


    

     

    
      	
              7.3

            	
              Unless
      the Kingold Shareholders immediately takes the measures satisfactory to
      Party B to correct the Event of Default listed in Clause 7.1 above, Party
      B may send written notice of exercising the pledge to the Kingold
      Shareholders at any time upon or after the occurrence of Event of Default
      and demand (i) full payment of the outstanding fees pursuant to the
      Onshore Agreement and (ii) immediate performance of the Kingold
      Shareholders and Kingold Jewelry’s obligation under the Onshore
      Agreements, and require disposal of the Pledged Equities pursuant to this
      Agreement.

            


    

     

    
      	
              7.4

            	
              The
      Event of Default provided in this Clause will not affect the exercise of
      other remedies by the parties pursuant to the currently effective laws and
      regulations of the PRC.

            


    

     

    Clause 8              Exercise
of Pledge

     

    
      	
              8.1

            	
              Subject
      to Clause 7.3, Party B can dispose the Pledged Equities at any time upon
      or after sending the notice for the exercise of the
  pledge.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              8.2

            	
              Party
      B shall have the priority right to dispose all or part of Pledged Equities
      under this Agreement (including but not limited to purchase of shares at
      discounted price by agreement, sell at auction by law, sell-off Pledged
      Equities) is per legal procedures and be paid priorly from the sum gained
      from the disposal until all guaranteed liabilities of the Kingold
      Shareholders and Kingold Jewelry under the Onshore Agreements are
      discharged completely.

            


    

     

    
      	
              8.3

            	
              Where
      Party B disposes the Pledged Equities; pursuant to this Agreement, the
      Kingold Shareholders shall not set any obstacles but give necessary
      assistance so that Party B can realize its
  pledge.

            


    

     

    Clause 9              Termination

     

    Upon the
date that all guaranteed liabilities of the Kingold Shareholders and Kingold
Jewelry under the Onshore Agreements are discharged, this Agreement shall be
terminated.  In such. Case, Party B shall cancel the pledge
registration under this Agreement as soon as possible within the reasonable and
feasible period.

     

    Clause 10            Taxes
and Fees

     

    All taxes
and fees resulting from the execution and performance of this Agreement shall be
borne by each party respectively pursuant to the applicable laws and
regulations.

     

    Clause 11            Liability
in the Event of Default

     

    Both
parties shall sufficiently perform this Agreement.  Either party
breaking this Agreement shall bear the liability as arising therefrom and in
relation thereto.  If the breaking party causes damages to the other
party, the breaking party shall compensate the other party for all such
damages.

     

    Clause 12            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 13            Dispute
Resolution

     

    Party B
and each of the Kingold Shareholders 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 14            Effect,
Change and Recession of this Agreement

     

    
      	
              14.1

            	
              This
      Agreement will come into effect where the following conditions are
      met:  (1) this Agreement is duly and legally executed by
      the Kingold Shareholders and Party B; and (2) the pledge of equity
      under this Agreement has been filed and registered by law with Wuhan
      Administration for Industry and Commerce or has been wrote down in the
      stock ledger of Kingold Jewelry pursuant to Clause
  5.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              14.2

            	
              After
      tins Agreement comes into effect, except otherwise provided by this
      Agreement, neither party shall amend or terminate this Agreement in
      advance.  If it is necessary to amend or terminate this
      Agreement, both parties shall negotiate to reach a written
      agreement.  Before such written agreement is reached, this
      Agreement shall remain in effect.

            


    

     

    Clause 15            Physical
Possession Of Documents

     

    
      	
              15.1

            	
              the
      Kingold Shareholders shall driver the physical possession of the
      Certificate of Registration (original) of Wuhan Kingold to Party B,
      provide the proper record of such pledge on the shareholders-
      register of Wuhan Kingold to Party B, and handle various approval and
      examination, registration and filling 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.

            


    

     

    
      	
              15.2

            	
              if
      subjects of the pledge change and such changes need lo be registered or
      filed, Party B and the Kingold Shareholders shall register or file such
      changes within five (5) business days as of the day of change, and shall
      deliver relevant registration of change or filling
    documents.

            


    

     

    
      	
              15.3

            	
              During
      the term of the equity pledge, the Kingold Shareholders shall instruct
      Wuhan Kingold not to distribute any dividends, or adopt any profits
      distribution plans; if the Kingold Shareholders shall be entitled to
      collect any interests other than dividend and profits distribution plan,
      the Kingold Shareholders shall instruct Wuhan Kingold to transfer such
      interests into cash and pay the same into the bank account designated by
      Party B in accordance with Party B’s requirements, and the Kingold
      Shareholders shall not use money deposited into the bank account without
      the prior written consent of
Party B.

            


    

     

    
      	
              15.4

            	
              During
      the term of equity pledge, if the Kingold Shareholders subscribes new
      capital contribution or accepts an equity transfer (“Newly-added Equities”),
      the Newly-added Equities shall be automatically become Pledged Equities
      under this Agreement, and such the Kingold Shareholders shall accomplish
      all the procedures with respect to the pledge of the Newly-added Equities
      within ten (10) business days after acquiring the Newly-added
      Equities.  If the Kingold Shareholders fails to accomplish the
      relevant procedures as specified in this Clause, the Party B shall have
      the right to exercise the pledge right under this
    Agreement.

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      Clause 16            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 both 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 arc for convenience
only and arc 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.

            	
              Transfer

            


    

     

    Without
the prior written consent of Party B, none of the Kingold Shareholders shall
transfer all or part of their rights and obligations under this Agreement to any
third party.

     

    This
Agreement is binding on the Kingold Shareholders and its successor, and
effective to Party B and every successor and transferee thereto.

     

    Party B
may at any time transfer all or part of its rights or obligations under this
Agreement to a natural person or legal person it appoints.  In such
case, the transferee shall have and assume the rights and obligations that Party
B has and assumes under this Agreement and the Kingold Shareholders shall not
have any objections.

     

    After the
Kingold Shareholders is changed due to the transfer, all parties to the new
pledge shall enter into a new pledge agreement as per the format of this
Agreement.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              Severability

            


    

     

    Any
provision hereof that is prohibited or unenforceable hi 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 pro vision 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 both
parties.

     

    
      	
              9.

            	
              Language

            


    

     

    This
Agreement is in both Chinese and English and signed by both 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 notice, direct:

     

    
      
        
          
            
              
                	
                        If
      to the Kingold Shareholders:

                      	 
      
	 	 
	
                        With
      a copy to:

                      	
                        

                      
	 	 
	
                        If to Party B:

                      	 
      
	 	 
	
                        With
      a copy to:

                      	
                        
                          

                        

                      


              

            

          

        

      

    

    


    In
witness hereof both parties have signed this Agreement on (he date specified on
the first page of this Agreement.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      
        	
                11.

              	
                Copies
      

              


      

    

     

    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.]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    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.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    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 

              	 
      	
                Qin
      Wanjiang (signature): /s/ Qin
      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 

              
	 
      	 
      	 
      
	
                Luo
      Anying (signature): /s/ Luo
      Anying 

              	 
      	
                Guo
      Yong (signature): /s/ Guo Yong
      

              
	 
      	 
      	 
      
	
                Guang
      Jun (signature): /s/ Guang Jun
      

              	 
      	 
      
	 
      	 
      	 
      
	
                Wuhan
      xingyuejin Industrial Co., Ltd (seal)

              	 
      	 
      
	 
      	 
      	 
      
	
                Authorized
      Representative (signature):

              	
                  

              	 
      


      

    

    


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

     

    Authorized
Representative (signature):


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    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

                                                                                                                                                                                      	 	
                                                                                                                                                                                        42080219710514004X

                                                                                                                                                                                      	 	 	 	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.

                                                                                                                                                                                      	 	
                                                                                                                                                                                        Zhan Jim

                                                                                                                                                                                      	 	
                                                                                                                                                                                        No. 13, 8th Area, Yuege

                                                                                                                                                                                        Village, Hancunhe Town,

                                                                                                                                                                                        Fangshan District, Beijing

                                                                                                                                                                                      	 	
                                                                                                                                                                                        11011194910043615

                                                                                                                                                                                      	 	 	 	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

                                                                                                                                                                                        Tonghuiqiao, 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, Jujian

                                                                                                                                                                                        Rd., Hexi District, Tainjin

                                                                                                                                                                                      	 	
                                                                                                                                                                                        120103195611280035

                                                                                                                                                                                      	 	 	 	100.00	 	 	 	1.00	 
	
                                                                                                                                                                                        10.

                                                                                                                                                                                      	 	
                                                                                                                                                                                        Wu Xueyuan

                                                                                                                                                                                      	 	
                                                                                                                                                                                        2-14F, Baihua

                                                                                                                                                                                        Apartments, Futian

                                                                                                                                                                                        District, Shenzhen,

                                                                                                                                                                                        Guandong 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

                                                                                                                                                                                      	 	
                                                                                                                                                                                        110106395908041526

                                                                                                                                                                                      	 	 	 	150.00	 	 	 	1.50	 


                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	
                                                                                                    Serial

                                                                                                    No.

                                                                                                  	 	
                                                                                                    Name

                                                                                                  	 	
                                                                                                    Address

                                                                                                  	 	
                                                                                                    ID No.

                                                                                                    (Registration No.)

                                                                                                  	 	 	
                                                                                                    Number of

                                                                                                    Shares

                                                                                                    Held

                                                                                                    (10,000)

                                                                                                  	 	 	
                                                                                                    Proportion of

                                                                                                    Shares Held

                                                                                                    (%)

                                                                                                  	 
	
                                                                                                    14.

                                                                                                  	 	
                                                                                                    Fu Liuyon

                                                                                                  	 	
                                                                                                    14th Floor 1, No. 37,

                                                                                                    Jingwu Rd. Jianghan

                                                                                                    District, Wuhan

                                                                                                  	 	
                                                                                                    420102193605103126

                                                                                                  	 	 	 	42.00	 	 	 	0.42	 
	
                                                                                                    15.

                                                                                                  	 	
                                                                                                    Dai Yichao

                                                                                                  	 	
                                                                                                    No. 19, Huanghe èr

                                                                                                    Village, Jiang’an District,

                                                                                                    Wuhan

                                                                                                  	 	
                                                                                                    420102196210173174

                                                                                                  	 	 	 	35.00	 	 	 	0.35	 
	
                                                                                                    16.

                                                                                                  	 	
                                                                                                    Yang Chonghui

                                                                                                  	 	
                                                                                                    No. 4, 3-10 Balyun

                                                                                                    Residential Area, Gucheng

                                                                                                    St., Linhai, Zhejiang

                                                                                                    Province

                                                                                                  	 	
                                                                                                    331082198309300318

                                                                                                  	 	 	 	30.00	 	 	 	0.30	 
	
                                                                                                    17.

                                                                                                  	 	
                                                                                                    Lino Hahnmei

                                                                                                  	 	
                                                                                                    3rd Floor 1, Xiangjiang

                                                                                                    No. 29, Hongkong St.,

                                                                                                    Jianghan District, Wuhan

                                                                                                  	 	
                                                                                                    420102195411082100

                                                                                                  	 	 	 	30.00	 	 	 	0.30	 
	
                                                                                                    18.

                                                                                                  	 	
                                                                                                    Wang Yan

                                                                                                  	 	
                                                                                                    7th Floor, No. 12, Taibei

                                                                                                    Rd., Jiang’an District,

                                                                                                    Wuhan

                                                                                                  	 	
                                                                                                    420102197507160328

                                                                                                  	 	 	 	30.00	 	 	 	0.30	 
	
                                                                                                    19.

                                                                                                  	 	
                                                                                                    Pan Ming

                                                                                                  	 	
                                                                                                    No. 30-2-201, Meihuan

                                                                                                    Residential Area Phase II,

                                                                                                    Wuchang District, Wuhan

                                                                                                  	 	
                                                                                                    422201196303120830

                                                                                                  	 	 	 	24.00	 	 	 	0.24	 
	
                                                                                                    20.

                                                                                                  	 	
                                                                                                    Yan Guoqiao

                                                                                                  	 	
                                                                                                    3rd Floor, No. 241,

                                                                                                    Hanyang Av., Hanyang

                                                                                                    District, Wuhan

                                                                                                  	 	
                                                                                                    420104195610304338

                                                                                                  	 	 	 	20.00	 	 	 	0.20	 
	
                                                                                                    21.

                                                                                                  	 	
                                                                                                    Yan Huan

                                                                                                  	 	
                                                                                                    No. 59-402, Dongfang

                                                                                                    Garden, Hanyang District,

                                                                                                    Wuhan

                                                                                                  	 	
                                                                                                    420105198202280455

                                                                                                  	 	 	 	20.00	 	 	 	0.20	 
	
                                                                                                    22.

                                                                                                  	 	
                                                                                                    Li Feng

                                                                                                  	 	
                                                                                                    2nd Floor 1, No. 1095-61,

                                                                                                    Jiefang Ave., Qiaokou

                                                                                                    District, Wuhan

                                                                                                  	 	
                                                                                                    420104196303090012

                                                                                                  	 	 	 	20.00	 	 	 	0.20	 
	
                                                                                                    23.

                                                                                                  	 	
                                                                                                    Yao Halqiong

                                                                                                  	 	
                                                                                                    No. 50, Niupling, 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

                                                                                                  	 	
                                                                                                    4201041981012821X

                                                                                                  	 	 	 	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	 


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	
                                                                                                          Serial

                                                                                                          No.

                                                                                                        	 	
                                                                                                          Name

                                                                                                        	 	
                                                                                                          Address

                                                                                                        	 	
                                                                                                          ID No.

                                                                                                          (Registration No.)

                                                                                                        	 	 	
                                                                                                          Number of

                                                                                                          Shares

                                                                                                          Held

                                                                                                          (10,000)

                                                                                                        	 	 	
                                                                                                          Proportion of

                                                                                                          Shares Held

                                                                                                          (%)

                                                                                                        	 
	
                                                                                                          29.

                                                                                                        	 	
                                                                                                          Li Mengdie

                                                                                                        	 	
                                                                                                          8th Floor 1, No, 117-4,

                                                                                                          Fazhan Ave., Jianghan

                                                                                                          District, Wuhan

                                                                                                        	 	
                                                                                                          420104196407234324

                                                                                                        	 	 	 	10.00	 	 	 	0.10	 
	
                                                                                                          30.

                                                                                                        	 	
                                                                                                          Lai Suhua

                                                                                                        	 	
                                                                                                          5th Floor 1, No. 17

                                                                                                          Yiyuan Rd., Jiang’an

                                                                                                          District, Wuhan

                                                                                                        	 	
                                                                                                          420104196305112067

                                                                                                        	 	 	 	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

                                                                                                          Apartements, 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,

                                                                                                          Changning 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,

                                                                                                          Wuchang District, Wuhan

                                                                                                        	 	
                                                                                                          420106196211252021

                                                                                                        	 	 	 	2.00	 	 	 	0.02	 
	
                                                                                                          40.

                                                                                                        	 	
                                                                                                          Guo Yong

                                                                                                        	 	
                                                                                                          203, No. 1296, Yanchang

                                                                                                          Rd., Chengguan District,

                                                                                                          Lanzhon, 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

                                                                                                          Xinyucjin

                                                                                                          Industrial Co.,

                                                                                                          Ltd.

                                                                                                        	 	
                                                                                                          No. Te 1, Luojiazui Rd.,

                                                                                                          Jiang’an District, Wuhan

                                                                                                        	 	
                                                                                                          Registration No.

                                                                                                          4201021100565

                                                                                                        	 	 	 	100.00	 	 	 	1.00	 


                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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