Exhibit 10.34


 







 



 


Trust Loan Contract for Assembled Funds


Trust Plan between JIC Trust Co., Ltd and 

Yongquan Series (Kingold Jewelry) 


 





 



 


Contract No.: [JIC Trust (2016) Hang Tou
Ji 006-01]


 


JIC Trust Co., Ltd


 


August 2016


 




     


     


    

 


Party A (the Loaner): JIC Trust Co., Ltd


 


	Residence:
    Zones C & D, Floors 18~19 (Tower A), 1# 

    Building, Legend City EAC Center (Tower A), 18#
    

    Jiaogong Road, Hangzhou City	 	Post
    Code: 310012
	Legal
    Representative: Yang Jinlong
	Telephone:
    0571-89891626	 	Fax:
    0571-85064871


 


Party B (the Borrower): Wuhan Kingold Jewelry
Inc.


 


	Residence:
    1# Jinhuang Road, Jiang’an Economic 

    Development Zone, Wuhan City	 	Post
    Code: 430023
	Legal
    Representative: Jia Zhihong
	Telephone: 027-65660346	 	Fax: 027-65660703


 


Hereafter, Party A and Party B are separately
called “one party” and jointly called “both parties”.


 


Whereas:


 


Party B intends to apply
to Party A for RMB trust loan, and Party A agrees to issue loans to Party B as agreed in the Contract. Hereby, both parties conclude
the following contract for mutual compliance through negotiation on the basis of equality principle.


 




    	 	- 1 -	 



     


    

 


Definition and Interpretation Rule


 


1. Definition


 


Unless otherwise interpreted
in the Contract or indicated in the context, the following terms or abbreviations should be defined as follows:


 


		(1)	The
                                         Contract: it refers to the Trust Loan Contract for the Assembled Funds Trust Plan
                                         between JIC Trust Co., Ltd and Yongquan Series (Kingold Jewelry) [Contract No.: Contract
                                         No.: JIC Trust (2016) Hang Tou Ji 006-01] concluded and signed between both parties,
                                         as well as any valid revision and supplementation thereto.



 


		(2)	Cooperation
                                         documents: the cooperation documents refer to the Contract and the documents concluded
                                         and signed between Party A and Party B or the third party for the cooperation issues
                                         as agreed in the Contract, including but not limited to:



 


		A	Guaranty
                                         Contract [Contract No.: JIC Trust (2016) Hang Tou Ji 006-02] concluded and signed
                                         between Party A and Jia Zhihong;



 


		B	Gold
                                         Pledge Contract [Contract No.: JIC Trust (2016) Hang Tou Ji 006-03] concluded and
                                         signed between Party A and Wuhan Kingold Jewelry Inc. (hereinafter referred to as “Kingold
                                         Jewelry”).



 


		(3)	Trust
                                         plan: it refers to the “Trust Loan Contract for the Assembled Funds Trust Plan
                                         between JIC Trust Co., Ltd and Yongquan Series (Kingold Jewelry)”, legally concluded
                                         between the consignor and the consignee, for the consignor to entrust the funds or other
                                         properties legally owned and able to be freely disposed thereby to Party A on the basis
                                         of the sufficient trust to Party A as the consignee and to allow the consignee to mange,
                                         utilize and dispose the funds or other properties in his/her own name according to the
                                         consignor’s intentions.



 


		(4)	Trust
                                         loan or loan: it refers to the loan issued by Party A from the trust fund under the
                                         trust plan to Party B, including lump loan or various loans issued by installment.



 


		(5)	Borrowing
                                         account: it refers to the bank account opened by Party B for receiving the trust
                                         loan fund from Party A.



 


		(6)	Collection
                                         account: it refers to the bank account opened by Party A for collecting the principal,
                                         interest, default penalty, etc. paid by Party B for the loan concerned.



 




    	 	- 2 -	 



     


    

 


		(7)	Loan
                                         term: it refers to the trust loan term specified in Article 3 of the Contract.



 


		(8)	Loan
                                         interest rate: it refers to the annual interest rate of the loan specified in Article
                                         4.1 of the Contract.



 


		(9)	Default
                                         interest rate: it refers to the overdue default interest rate and the defalcation
                                         default interest rate specified in Articles 4.3 & 4.4 of the Contract.



 


		(10)	Interest
                                         expiry date: it refers to the loan interest accounting date specified in Article
                                         6.1.2 of the Contract.



 


		(11)	Interest
                                         payment date: it refers to the loan interest payment date specified in Article 6.1.3
                                         of the Contract.



 


		(12)	Prerequisite
                                         conditions for loan issuance: it refers to the precondition specified in Articles
                                         11.1 & 11.2 of the Contract for the loan issuance of Party A.



 


		(13)	Loan
                                         confirmation: it refers to the reception confirmation document signed by Party B
                                         according to Party A’s requirements for format and content and meanwhile submitted
                                         to Party A.



 


		(14)	Target
                                         item: it refers to the gold purchasing and storage issues regarding Kingold Jewelry.



 


		(15)	Pledgor:
                                         the pledgor is Kingold Jewelry.



 


		(16)	Warrantor:
                                         the warrantor is Jia Zhihong.



 


		(17)	Guarantor:
                                         the pledgor and the warrantor are jointly called the guarantor.



 


		(18)	Liability:
                                         it refers to all external payment or repayment obligations of Party B, regardless
                                         of property, principal debt or guarantee duty, actual or probable obligation, due or
                                         undue debt.



 




    	 	- 3 -	 



     


    

 


		(19)	Major event: it means that
                                         Party B has significant change in legal status, assets condition, financial condition
                                         or business condition, and according to Party A’s reasonable judgment, such change
                                         has brought or will bring significant adverse impact on Party B’s capability for
                                         performing the obligations under the Contract.



 


		(20)	Below or less than: such
                                         words as “below” and “less than” mentioned in the Contract all
                                         exclude the number concerned.



 


		(21)	Accounting standard: it
                                         refers to the currently effective accounting standard which conforms to the Chinese laws
                                         and is universally accepted within China.



 


		(22)	China: it refers to the
                                         People’s Republic of China, excluding Hong Kong Special Administrative Region,
                                         Macao Special Administrative Region and Taiwan Region.



 


		(23)	Working day: it refers
                                         to any day except Saturday, Sunday (excluding the days adjusted by the State Council
                                         as the working days) and statutory holidays in China.



 


		(24)	Organization: it refers
                                         to the legal person and other legal organizations.



 


		(25)	Laws: the laws refer to
                                         all laws, regulations, rules, specifications, ordinances, instructions, etc., which are
                                         issued by any legislative body, state institution or supervision organization in China,
                                         and which apply to and restrain any party under the Contract.



 


		(26)	Yuan: unless otherwise
                                         specified in the Contract, Yuan refers to the legal tender in China, namely RMB.



 


2. Interpretation rule


 


		(1)	The contents and the titles of
                                         the terms of the Contract are only set for convenient reading, and may be ignored for
                                         the interpretation of the contract terms.



 


		(2)	“Assets” should be
                                         understood as all present and future tangible or intangible assets, properties, incomes,
                                         profits, receivables and various rights and interests in any asset.



 




    	 	- 4 -	 



     


    

 


		(3)	“Person” should be
                                         understood as any natural person, company, partnership, individual proprietorship, or
                                         any other legal person, or unincorporated organization, or any other legal entity.



 


		(4)	“Existence” of one
                                         default event means that the default event concerned has occurred and not disappeared,
                                         and has not been compensated or exempted according to the Contract.



 


		(5)	“One month” refers
                                         to a period calculated from one day (including current day) of a calendar month to the
                                         corresponding day (excluded) of the next calendar month, but if the corresponding day
                                         is not included in the next calendar month, the period should be ended at the last day
                                         of the next calendar month.



 


		(6)	“Period” or “term”
                                         refers to the duration from the starting date (included) to the expiry date (excluded).
                                         The “days/actual days” of a “period” or “term” refer
                                         to the days from the starting date (included) to the expiry date (excluded).



 


		(7)	“Business cessation”,
                                         “dismission”, “liquidation”, “bankruptcy”, “reorganization”,
                                         “reconciliation” or “rectification” of any person should be understood
                                         as any same or similar legal procedure initiated according to the laws of the establishment
                                         place or the business operation place, and the “initiation” of such legal
                                         procedure should include that the person concerned agrees the decision or any person
                                         applies for initiating such legal procedure.



 


		(8)	One party or any other person under
                                         the Contract should include the legal inheritor and the permissible assignee.



 


		(9)	The Contract, any other agreement
                                         or document should include above data themselves and any revision, modification, replacement
                                         or supplementation frequently made thereto according to the applicable terms thereof.



 




    	 	- 5 -	 



     


    

 


Special Terms and
Conditions


 


Article 1 Loan Currency
and Amount


 


		1.1	The amount of the loan is RMB 300,000,000
                                         (Amount in Words: RMB THREE HUNDRED MILLION ONLY) (“Trust Loan Principal”).



 


		1.2	In case the actual loan amount is inconsistent
                                         with above amount, the amount actually transferred from Party A to the borrowing account
                                         should be regarded as the loan amount.



 


Article 2 Intended
Use of the Loan


 


		2.1	The loan is dedicated for the gold purchasing
                                         and storage of Kingold Jewelry. Without the written consent from Party A, Party B should
                                         not change the intended use of the loan.



 


		2.2	Party A should not entrust any supervision
                                         bank to supervise the loan use of Party B.



 


Article 3 Loan Term


 


		3.1	The term of any loan under the Contract
                                         should be [twenty four] months, calculated from the date of the actual loan transfer
                                         to the borrowing account (namely “each loan issuance date” to the loan expiry
                                         date mentioned above (namely “each loan expiry date”). The term of the loan
                                         under the Contract should not be extended. For the prepayment, please refer to Article
                                         13 of the Contract.



 


		3.2	According to the conditions specified
                                         in the Contract, in case Party A announces loan expiry acceleration or Party B applies
                                         for prepayment and Party A agrees such application, the date clearly indicated in Party
                                         A’s notification for the loan expiry acceleration should be regarded as the accelerated
                                         expiry date of all loans under the Contract (“accelerated loan expiry date”).



 


Article 4 Loan Interest
Rate and Interest


 


		4.1	The annual interest rate of the loan
                                         under the Contract is [8%/year], and should not be adjusted within the loan term.



 




    	 	- 6 -	 



     


    

 


The corresponding
interest should be calculated for the loan under the Contract since the loan issuance date according to the interest rate agreed
in the Contract, and the daily interest rate should be calculated as annual interest rate/360. Unless otherwise specified, the
interests of various loans within the loan term should be calculated as: loan interest rate = trust loan principal x actual loan
days x daily interest rate. Therein, each trust loan principal balance refers to the difference between the total amount of the
trust loans issued by Party A and the total amount of the loan principal actually repaid by Party B (hereinafter inclusive). Within
the loan term, in case any trust principal balance is changed, the loan interest should be calculated by installment. Additionally,
the actual days of each loan refers to the days from the issuance date to the expiry date of the loan concerned.


 


		4.2	In
                                         case the Borrower fails to pay off any due payables as agreed in the Contract, additional
                                         interests should be collected for such overdue funds at [50]% (“overdue default
                                         interest rate”) of the loan interest rate since the overdue date till all payables
                                         are paid off.



 


		4.3	In
                                         case the Borrower embezzles any loan fund, additional interests should be collected for
                                         such embezzled funds at [100]% (“embezzlement default interest rate”) of
                                         the loan interest rate since the embezzlement occurrence date till the end of such embezzlement.



 


		4.4	In
                                         case the same loan is overdue and embezzled, the higher default interest rate should
                                         prevail.



 


		4.5	For
                                         the interests incurred from the overdue funds and the embezzled funds, the compound interests
                                         should be calculated according to the corresponding default interest rate.



 


		4.6	For
                                         any unliquidated funds under the Contract, the corresponding interests should be calculated
                                         and/or the default interests should be daily calculated according to the actual days,
                                         and the daily interest rate should be calculated as annual interest rate/360.



 


Article 5 Borrowing
Account


 


		5.1	Party A should transfer the loan to
                                         the following borrowing account designated by Party B within three working days after
                                         the prerequisite conditions of the loan concerned can be met:



 




    	 	- 7 -	 



     


    

 


Account Name: Wuhan Kingold Jewelry
Inc.


 


Deposit Bank: Wuhan Jiang’an
Branch, CCB


 


Account No.: 4200 1116 2080 5301
7159


 


		5.2	After
                                         transferring any loan under the Contract to above borrowing account, Party A should be
                                         deemed to issue the loan to Party B, and Party B should bear the responsibility and obligation
                                         for principal and interest repayment.



 


Article 6 Principal and Interest Repayment


 


		6.1	The interest of the loan under the Contract
                                         is divided into two parts for repayment, namely the first loan interest and the second
                                         loan interest:



 


6.1.1 The first
loan interest should be paid before December 25, 2016, and the payable interest of each first loan should be calculated as the
amount of the trust loan issued thereby for current period x 1%. Particularly, where Party B repays the loan as agreed in the
Contract or Party A, according to the Contract, requests Party B to repay part or all of the trust loan principals, the loan interest
concerned should not be returned.


 


6.1.2 The second
loan interest should be calculated on each interest expiry date, and the interest expiry date should be: (1) the [25th]
day of the last month of each natural quarter within the loan term; (2) the date when Party B repays part or all of the loan principals
as agreed in the Contract; (3) the loan expiry date. The payment date should be the interest expiry date, and if the interest
expiry date is a non-working day, the payment date should be the recent working day before the interest expiry date.


 


6.1.3 The payable
interest of each second loan = the amount of trust loan principal x actual days of current accounting period x [7.5%]/360. In
order to avoid doubt, the loan interest paid by Party B on each payment day should be the sum of the second payable loan interests
for current period.


 


Within the above
accounting period, in case the loan principal balance is changed, the corresponding loan interest should be calculated by installment.
The actual days of current accounting period should be the days between the last interest expiry date and the current interest
expiry date. Specially, the actual days of the first accounting period should be the days between the loan issuance date of each
loan to the last interest expiry date after the loan issuance date of each loan, and the actual days of the last accounting period
should be the days between the recent interest expiry date before the expiry date of the corresponding loan and the expiry date
of the corresponding loan.


 




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6.1.4 In case
a certain trust loan under the Contract is prepaid, the sum of the first loan interest and the second loan interest actually paid
by Party B should be equal to the amount calculated according to the actual existence days x 8%/360, namely: the first loan interest
+ the second loan interest of the loan = the trust loan principal balance x actual loan existence days x 8%/360.


 


		6.2	Unless
                                         otherwise specified, Party B should pay off the loan principal, the interest accrued
                                         and other expenses on the loan expiry date.



 


		6.3	Fund
                                         collection measure is [not adopted] for the project.



 


		6.4	For
                                         the loan under the Contract, Party B should firstly repay the interest accrued and then
                                         the principal.



 


		6.5	Party
                                         B should pay the loan principal, interest, default penalty and other expenses as agreed
                                         in the Contract to the following collection account designated by Party A:



 


Account Name:
JIC Trust Co., Ltd


 


Deposit Bank:


 


Account No.:


 


		6.6	Party
                                         B should pay off the payable funds under the Contract at a full amount, without any offset,
                                         claim or restriction, or any taxation expense deduction or pre-withholding.



 


		6.7	In
                                         case any fund received by Party A is less than the fund that should be paid by Party
                                         B as agreed in the Contract as of the payment date of the fund concerned, Party A has
                                         the right to transfer the funds according to the sequence of 1 the expenses for
                                         the realization of the creditor’s rights and the damage compensation, and the default
                                         penalty; 2 the default interest and compound interest payable; 3 the interest
                                         payable; 4 the loan principal, and any insufficient amount should be supplemented
                                         by Party B.



 


Article 7 Fund Supervision


 


The Contract is [inapplicable] to
the fund supervision measures.


 




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Article 8 Guarantee Arrangement


 


		8.1	In
                                         order to guarantee Party A’s interests, Party B has the obligation to ensure that
                                         the following guarantee and supervision arrangements are implemented according to the
                                         conditions and ways specified in the Contract.



 


		(1)	Provide
                                         warranty guarantee to Party A according to the Guaranty Contract [Contract No.:
                                         JIC Trust (2016) Hang Tou Ji 006-02];



 


		(2)	Provide
                                         pledge guarantee to Party A according to the Gold Pledge Contract [Contract No.:
                                         JIC Trust (2016) Hang Tou Ji 006-03];



 


		8.2	Within
                                         the loan duration, in case Party B and the guarantor concerned apply for changing the
                                         guarantee measure, Party B and the guarantor concerned should submit the written application
                                         to Party A thirty working days in advance, and should, after receiving the written consent
                                         from Party A, provide Party A with movable property, right, land usage right, house property
                                         or other assets accepted by Party A; Party A has the right to employ professional assessment
                                         agency to assess the substitute guaranty, and Party B should bear the assessment expense
                                         incurred, and the estimated value of the new guaranty should not be lower than that of
                                         the original guaranty.



 


		8.3	Party
                                         B /The guarantor should sign the corresponding pledge contract, guaranty contract, etc.
                                         and handle the pledge procedure for the substitute guaranty, and the original guarantor
                                         can be cancelled after the pledge procedure for the substitute guaranty is completely
                                         handled.



 


Article 9 Notification and Delivery


 


		9.1	Unless
                                         otherwise specified in the Contract for call instruction or notification, all notifications,
                                         requests, instructions and other communications required or allowed in the Contract to
                                         be provided to any party should be issued in a written form, and the party issuing such
                                         notification or the representative thereof should sign the notification. Moreover, the
                                         notification should be delivered through fax, or specially-assigned person, or prepaid
                                         registered mail, or email or express delivery to the address or fax No. listed below
                                         (or other address or fax No. formally notified according to this article):



 




    	 	- 10 -	 



     


    

 


Party A: JIC Trust Co., Ltd


 


Contact Person: Zhu Zhiyue





Address: Zones C & D, Floors
18~19, Building 1, Legend City EAC Center (Tower A), 18# Jiaogong Road, Hangzhou City 


Post Code: 310012





Telephone: 0571-89891626 


Fax: 0571-85064871


 


Party B: Wuhan Gold Jewelry Inc.


 


Contact Person: Li Qing





Address: 1# Jinhuang Road, Jiang’an
Economic Development Zone, Wuhan City 


Post Code: 430023





Telephone: 027-65660346 


Fax: 027-65660703


 


		9.2	The
                                         notifications delivered through specially-assigned person, fax, email, mail or express
                                         delivery should be deemed to be effectively delivered at the following time:



 


		1	When
                                         being sent by the specially-assigned person to the designated address, the notification
                                         should be deemed to be delivered;



 


		2	In
                                         case of fax delivery, when the fax is sent or the fax machine has generated the conformation
                                         for successful transmission, the notification should be deemed to be delivered;



 


		3	In
                                         case of prepaid registered mail delivery, the notification should be deemed to be delivered
                                         at the fifth working day after mail submission;



 


		4	In
                                         case of email delivery, the notification should be deemed to be delivered when the email
                                         is sent to the email server of the receiver;



 


		5	In
                                         case of special express delivery, the notification should be deemed to be delivered at
                                         the third working day after express delivery submission.



 


		9.3	In
                                         case the address or contact information of any party is changed, the changing party should
                                         inform the other party in a written form within fifteen working days since the date of
                                         change. However, the documents sent by the other party according to the previous contact
                                         information before receiving the change notice should be deemed as valid documents



 




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Article 10 Contract
Termination


 


		10.1	In case of any one of the following
                                         conditions, the Contract may be terminated:



 


		(1)	In
                                         case Party A’s interests are significantly influenced due to Party B’s default
                                         behaviors and accordingly the contract conclusion basis for contract performance becomes
                                         unnecessary or impossible, Party A has the right to terminate the Contract through a
                                         written notice.



 


		(2)	Due
                                         to condition change, the Contract is agreed to be terminated through the negotiation
                                         between both parties.



 


		(3)	Other
                                         contract termination conditions regulated in laws or specified in the Contract.



 


		10.2	In
                                         case the Contract is terminated or the loan expiry date is antedated due to the reasons
                                         not attributed to Party A, Party B should once pay the loan principal and interests accrued
                                         to Party A at a full amount within three working days since the date of contract termination,
                                         and furthermore, Party B should pay ten million Yuan as the default penalty to Party
                                         A, except that Party B prepays the loan according to Article 13 of the Contract.



 


		10.3	In
                                         case the Contract is terminated through a written notice, the date indicated in the written
                                         notice should be deemed as the date of formal contract termination. In case the Contract
                                         is terminated through negotiation, the date when both parties reach an agreement for
                                         contract termination should be deemed as the date of formal contract termination.



 


		10.4	The
                                         contract termination should not influence the right for one party to claim for damage
                                         compensation from the other party.



 


General Terms and
Conditions


 


Article 11 Loan Issuance


 


		11.1	Party A can issue the initial loan
                                         only when all following conditions are met, and one or more prerequisite conditions may
                                         be abandoned or exempted by Party A in a written form (prerequisite conditions for initial
                                         loan issuance):



 




    	 	- 12 -	 



     


    

 


		(1)	Where
                                         Party B should obtain the authorization, approval or consent from relevant government
                                         organization and any third party for the contract signing or for the performance of the
                                         business indicated in the Contract, Party B has obtained such authorization, approval
                                         or consent which continuously has full validity.



 


		(2)	Both
                                         parties should have completed all internal approval procedures (for the Contract, cooperation
                                         documents, etc.) regarding the cooperation, and obtained all necessary authorizations
                                         (including but not limited to the resolutions of the board and the share meeting and
                                         other documents).



 


		(3)	There
                                         is no any administrative act, administrative decision, third party agreement, lawsuit
                                         or any other administrative or judicial process or threat which can prohibit or restrict
                                         the Contract or cause substantial damage compensation to the Contract or substantially
                                         increase Party A’s cost for contract performance; the contract signing and performance
                                         of Party B will not violate any legal requirement or any regulation of the binding document.



 


		(4)	The
                                         Contract and each cooperation document have been signed and submitted to Party A and
                                         have come into effect, and the pledged gold regarding the cooperation document has been
                                         completely detected, accepted by Party A and stored in the bank custody issued in the
                                         name of Party A; meanwhile, the hypothec should have legally come into effect and the
                                         corresponding documentary evidence should have been obtained and submitted to Party A.



 


		(5)	The
                                         third party property insurance for the pledged gold should have come into effect and
                                         confirmed by Party A.



 


		(6)	The
                                         causes which may influence Party A’s loan issuance under the contract or Party
                                         A’s contract performance should not exist, such as alternation or issuance of laws,
                                         change of national micro-control policy, new supervision requirement proposed by relevant
                                         administration department or Party A’s funding failure.



 


		(7)	Party
                                         B, the guarantor and any party of relevant contract signed with Party A according to
                                         the Contract should not have no any default behavior or involve in any event probably
                                         threatening Party A’s rights security under the Contract, the Guarantee Contract
                                         and relevant contracts.



 




    	 	- 13 -	 



     


    

 


		(8)	The
                                         business condition and the financial condition of Party B and the guarantor should not
                                         have significant adverse change.



 


		(9)	Party
                                         A’s trust plan for the loan should have been established.



 


		(10)	The
                                         loan issued by Party A under the Contract should not be prohibited or restricted by laws
                                         & regulations, rules or the supervision department.



 


		(11)	Other
                                         conditions required by Party A.



 


		11.2	Party
                                         A can issue subsequent loans only when all following conditions are met, and one or more
                                         prerequisite conditions may be abandoned or exempted by Party A in a written form (prerequisite
                                         conditions for subsequent loan issuance):



 


		(1)	The
                                         prerequisite conditions mentioned in Article 11.1 should be continuously met and effective.



 


		(2)	Party
                                         A should have funded for the corresponding trust fund of the loan concerned.



 


		(3)	The
                                         causes which may influence Party A’s loan issuance under the contract or Party
                                         A’s contract performance should not exist, such as alternation or issuance of laws,
                                         change of national micro-control policy, new supervision requirement proposed by relevant
                                         administration department or Party A’s funding failure.



 


		(4)	The
                                         signing parties of the cooperation document should not have no any default behavior or
                                         involve in any event probably threatening Party A’s rights security under the cooperation
                                         document.



 


		(5)	The
                                         business condition and the financial condition of Party B and the guarantor should not
                                         have significant adverse change.



 


		(6)	Other
                                         conditions required by Party A.



 


		11.3	In
                                         case any condition mentioned in Article 11.1 is not met, Party A has the right to refuse
                                         to issue the initial loan according to the Contract, without bearing any responsibility;
                                         in case any condition mentioned in Article 11.2 is not met, Party A has the right to
                                         refuse to issue the subsequent loans according to the Contract, without bearing any responsibility;
                                         moreover, Party A has the right but no obligation to abandon or exempt any one or more
                                         conditions mentioned in Articles 11.1 & 11.2, and also has the right to request to
                                         supplement other prerequisite conditions for loan issuance. Party B should ensure that
                                         the prerequisite conditions for loan issuance can be continuously met within the loan
                                         term.



 




    	 	- 14 -	 



     


    

 


		11.4	In
                                         case the prerequisite conditions for loan issuance cannot be met due to Party B, Party
                                         B should be regarded as the defaulting party to compensate all losses caused thereby
                                         to Party A, and Party A has the right to unilaterally terminate the Contract, without
                                         bearing any responsibility.



 


		11.5	Party
                                         B should issue the loan confirmation with the reserved legal seal (see Annex 1) to Party
                                         A within three working days since the reception of the loan concerned under the Contract.



 


		11.6	Before
                                         certain loan issuance, in case Party A fails to issue certain loan under the Contract
                                         or perform the Contract as intended due to alternation or issuance of laws, change of
                                         national micro-control policy, new supervision requirement proposed by relevant supervision
                                         department of Party A, or unestablished trust plan, or trust plan funding failure, etc.,
                                         Party A has the right to stop issuing part or all of the loans and/or to unilaterally
                                         terminate the Contract, without bearing any default responsibility, and Party B should
                                         not have any objection thereupon.



 


Article 12 Transfer of Rights and Obligations


 


		12.1	Party
                                         A may transfer all or part of the rights or obligations thereof under the Contract, without
                                         being agreed by Party B, and may inform Party B in an appropriate way after transfer.



 


		12.2	Without
                                         the written consent from Party A, Party B should not transfer any right or obligation
                                         under the Contract.



 


Article 13 Prepayment


 


		13.1	After
                                         each loan is borrowed for twelve months, Party B may apply for prepayment and Party A
                                         may also request Party B for prepayment. In case of proposing the prepayment requirement,
                                         the party concerned should send the written notice to the other party within two months.
                                         After receiving the prepayment notice from Party B, Party A should inform Party B in
                                         a written form for confirmation.



 




    	 	- 15 -	 



     


    

 


		13.2	The accelerated expiry date of certain
                                         loan should be confirmed according to Article 3.2 of the Contract. Afterwards, Party
                                         B should perform the prepayment obligation as agreed in the Contract. For the prepayment,
                                         the corresponding loan interest should be paid according to Articles 4.1 & 6.1 of
                                         the Contract.



 


Article 14 Party A’s Rights and Obligations


 


		14.1	Party A’s rights



 


		(1)	Party A has the right to request
                                         Party B to repay the loan principal and interest and the expenses incurred at a full
                                         amount as scheduled, and perform various rights and obligations specified in the Contract.



 


		(2)	Party A has the right to collect
                                         the loan principal and interest, the overdue interest, the default penalty interest,
                                         the compound interest, the default penalty and other payable expenses as scheduled or
                                         in advance according to laws or the Contract.



 


		(3)	Party A has the right to understand,
                                         investigate and inspect the production & operation and financial activities of Party
                                         B, check and copy relevant data.



 


		(4)	Party A may inspect and supervise
                                         the intended use of the loan issued thereby to Party B, and Party B should cooperate
                                         with Party A for loan payment management, after-loan management and relevant inspection.
                                         Party A’s inspection and supervision measures should include but not be limited
                                         to: (i) requesting Party B to provide the effective evidence for loan use; (ii) carrying
                                         out account analysis, voucher inspection or field investigation for the loan use and
                                         (iii) other legal ways. (In case the Fund Supervision Agreement is concluded and
                                         signed between both parties, Party A may not only perform the supervision rights thereof
                                         according to the specific regulation of the Fund Supervision Agreement, but also
                                         inspect and supervise the use of the loan issued thereby to Party B through a reasonable
                                         way considered thereby.)



 


		(5)	There is no need for Party A to
                                         issue the interest invoice for the loan under the Contract, and if it is required by
                                         Party B, Party A may issue the corresponding interest receipt.



 


		(6)	Other rights specified in laws
                                         and agreed in the Contract.



 




    	 	- 16 -	 



     


    

 


		14.2	Party A’s obligations



 


		(1)	Party A should issue the loans
                                         to Party B as agreed in the Contract.



 


		(2)	Other obligations specified in
                                         laws and agreed in the Contract.



 


Article 15 Party B’s Rights and Obligations


 


		15.1	Party B’s rights



 


		(1)	Party B has the right to request
                                         Party A to issue the loans as agreed in the Contract.



 


		(2)	Party B has the right to use all
                                         loans as agreed in the Contract.



 


		(3)	Other rights specified in laws
                                         and agreed in the Contract.



 


		15.2	Party B’s obligations



 


		(1)	Party B should truthfully provide
                                         all documents required by Party A within three working days since the reception of the
                                         notice from Party A, and cooperate with Party A for investigation, examination and inspection.



 


		(2)	Party B should accept the supervision
                                         from Party A for loan use, relevant fund use, production & operation and financial
                                         activities.



 


		(3)	Party B should use the loans as
                                         agreed in the Contract.



 


		(4)	Party B should repay the loan principal
                                         and interest at a full amount as agreed in the Contract.



 


		(5)	Party B should provide Party A
                                         with the copy of the financial statement (including the annexed tables) at the latest
                                         within thirty days after the end of each natural quarter.



 


		(6)	Party B should provide the copy
                                         of the financial statement (including the annexed tables) for last year at the latest
                                         before April 30 of each year, and should ensure that the financial statement provided
                                         thereby is prepared according to laws & regulations and accounting standards.



 


		(7)	The financial statement or the
                                         copies of other documents provided by Party B should be stamped with the corresponding
                                         official seal.



 


		(8)	Party B should not neglect management
                                         or press for the payment of due credit, or dispose the properties owned thereby freely
                                         or improperly or at a price obviously lower than the market price.



 


		(9)	Party B should not involve in dismission,
                                         liquidation or any other behavior influencing the realization of creditor’s rights
                                         of Party A.



 




    	 	- 17 -	 



     


    

 


		(10)	In case of any one of the following
                                         conditions, Party A should immediately inform Party A in a written form and cooperate
                                         with Party A to implement the guarantee measures for the scheduled full-amount payment
                                         of the interests of the loan under the Contract and other expenses incurred according
                                         to Party A’s requirements. Meanwhile, Party A has the right to directly stop loan
                                         issuance and unilaterally terminate the Contract as well as announce the accelerated
                                         expiry of the loan, and Party B should not have any objection thereupon.



 


		A	Party B involves in any default behavior.



 


		B	Party B suffers from significant financial
                                         loss, asset loss or other financial crises.



 


		C	Party B involves in such alteration
                                         matters as consolidation (or merger), separation, reorganization, joint venture (or cooperation),
                                         capital reduction, transfer of major property rights and shareholding reform.



 


		D	Party B suffers from business cessation,
                                         business license revoking or cancellation or dismission, or applies or is requested for
                                         bankruptcy, etc.



 


		E	The business or financial conditions
                                         of the controlling shareholders and other affiliated companies of Party B are caught
                                         in significant crisis, thus influencing the normal operation of Party B.



 


		F	Party B has major connected transaction
                                         with the controlling shareholders and other affiliated companies thereof, thus influencing
                                         the normal operation thereof.



 


		G	Any significant lawsuit, arbitration,
                                         administrative procedure, executive procedure of judicial or administrative organization
                                         or other similar legal procedures, with the amount involved equal to or above [ten million]
                                         Yuan, is proposed to Party B or is proposed by Party B to others.



 


		H	Party B changes the business scope,
                                         the legal representative, etc.; any important asset of Party B has involved in any compulsory
                                         execution, sealed up, detained, retained, supervised or disposed similarly.



 


		I	Party B’s debt under any other
                                         loan financing agreement or similar agreement is due but unpaid, or such debt is announced
                                         and required to be repaid before the specified expiry date.



 


		J	Party B involves in other major events
                                         probably influencing the debt paying ability thereof.



 




    	 	- 18 -	 



     


    

 


		(11)	In case the warrantor of the loan
                                         involves in any one of the following conditions and Party A believes that such condition
                                         may influence the warrantor’s guarantee capability, Party B should strengthen or
                                         replace the guarantee measures as required by Party A. meanwhile, Party A has the right
                                         to directly stop loan issuance and unilaterally terminate the Contract as well as announce
                                         the accelerated expiry of the loan, and Party B should not have any objection thereupon.



 


		A	The warrantor suffers from significant
                                         financial loss, asset loss or other financial crises, or involves in significant dispute,
                                         lawsuit, administrative penalty, criminal investigation, etc.



 


		B	The warrantor involves in such alteration
                                         matters as consolidation (or merger), separation, reorganization, joint venture (or cooperation),
                                         capital reduction, transfer of major property rights and shareholding reform.



 


		C	The warrantor suffers from business
                                         cessation, business license revoking or cancellation or dismission, or applies or is
                                         requested for bankruptcy, etc.



 


		D	The business or financial conditions
                                         of the controlling shareholders and other affiliated companies of the warrantor are caught
                                         in significant crisis, thus influencing the normal operation of Party B.



 


		E	The warrantor has major connected
                                         transaction with the controlling shareholders and other affiliated companies thereof,
                                         thus influencing the normal operation thereof



 


		F	The warrantor involves in any lawsuit,
                                         arbitration or criminal, or administrative penalty bringing significant adverse consequences
                                         to the business or financial conditions thereof.



 


		G	The warrantor changes the business
                                         scope, the legal representative, etc.



 


		H	The warrantor has concealed the actual
                                         capability for bearing the guarantee responsibility when signing the guaranty contract
                                         or issuing the guarantee letter, or the internal approval for loan guarantee is not obtained,
                                         or the authorization (if needed) is not obtained from relevant organization.



 




    	 	- 19 -	 



     


    

 


		I	Party B neglects management or presses
                                         for the payment of due credit, or disposes the properties owned thereby freely or improperly
                                         or at a price obviously lower than the market price.



 


		J	Any important asset of the warrantor
                                         has involved in any compulsory execution, or has been sealed up, detained, retained,
                                         supervised or disposed similarly.



 


		K	The warrantor involves in other major
                                         events probably influencing the debt paying ability thereof.



 


		(12)	In case the pledgor or the pledged
                                         property involves in any one of the following conditions and Party A believes that the
                                         pledge may not be available or the pledged property may be devaluated, Party B should
                                         strengthen or replace the guarantee measures as required by Party A. Meanwhile, Party
                                         A has the right to directly stop loan issuance and unilaterally terminate the Contract
                                         as well as announce the accelerated expiry of the loan, and Party B should not have any
                                         objection thereupon.



 


		A	The pledgor does not have the ownership
                                         or the disposition right of the pledged property, or the ownership is disputed, or the
                                         internal approval for the pledge guarantee of the loan is not obtained, or the authorization
                                         (if needed) is not obtained from relevant organization, or the pledged property involves
                                         in dispute, lawsuit, administrative penalty, criminal investigation, etc.



 


		B	The pledgor conceals the facts that
                                         the pledged property has been co-owned, rented, sealed off or supervised, or has legal
                                         priority superior to the mortgage, etc.



 


		C	The pledgor optionally transfers,
                                         rents, re-pledges or disposes the pledged property through other improper methods.



 


		D	The pledged property is obviously
                                         devaluated due to the pledgor’s behavior; or the pledged property is directly endangered
                                         due to the pledgor’s behavior and is accordingly devaluated; or the pledgor fails
                                         to insure the pledged property as required by Party A; the pledged property is obviously
                                         devaluated due to any other cause.



 




    	 	- 20 -	 



     


    

 


		(13)	In case the mortgager or the hypothecated
                                         property involves in any one of the following conditions and Party A believes that the
                                         mortgage may not be available or the hypothecated property may be devaluated, Party B
                                         should strengthen or replace the guarantee measures as required by Party A. Meanwhile,
                                         Party A has the right to directly stop loan issuance and unilaterally terminate the Contract
                                         as well as announce the accelerated expiry of the loan, and Party B should not have any
                                         objection thereupon.



 


		A	The mortgager does not have the ownership
                                         or the disposition right of the mortgaged property, or the ownership is disputed, or
                                         the internal approval for the mortgage guarantee of the loan is not obtained, or the
                                         authorization (if needed) is not obtained from relevant organization, or the mortgaged
                                         property involves in dispute, lawsuit, administrative penalty, criminal investigation,
                                         etc.



 


		B	The mortgager conceals the facts that
                                         the mortgaged property has been co-owned, rented, sealed off or supervised, or has legal
                                         priority superior to the mortgage, etc.



 


		C	The mortgager optionally transfers,
                                         rents, mortgages or disposes the mortgaged property through other improper methods.



 


		D	The mortgaged property is obviously
                                         devaluated due to the mortgager’s behavior; or the mortgaged property is directly
                                         endangered due to the mortgager’s behavior and is accordingly devaluated; or the
                                         mortgager fails to insure the mortgaged property as required by Party A; the mortgaged
                                         property is obviously devaluated due to any other cause.



 


		(14)	Other obligations specified in
                                         laws and agreed in the Contract or the cooperation document.



 




    	 	- 21 -	 



     


    

 


Article 16 Statement and Guarantee


 


		16.1	Party A should state and guarantee as
                                         follows to Party B upon the contract signing and performance:



 


		(1)	Party A, as an existing business
                                         entity legally established, has the corresponding civil right capability and civil act
                                         capability for signing the Contract.



 


		(2)	Party A has completed the external
                                         approval and the internal authorization procedures needed for signing the Contract, and
                                         the Contract is signed by the signatory authorized by Party A, and the Contract is legally
                                         binding upon Party A since the execution thereof.



 


		(3)	Where Party A should obtain the
                                         authorization, approval or consent from relevant government organization for the contract
                                         signing or for the performance of the business indicated in the Contract, Party A promises
                                         to have obtained such authorization, approval or consent which has full validity.



 


		(4)	Party A guarantees to carefully
                                         read the Contract before signing the Contract and accurately understand the legal implications
                                         of the rights and obligations among the contracting parties and the responsibility articles,
                                         and have no objection upon all articles of the Contract.



 


		(5)	Party A has the right to issue
                                         the trust loans to Party B in its own name, and the trust fund for trust loan issuance
                                         is legally sourced.



 


		16.2	Party A should state and guarantee as
                                         follows to Party B upon the contract signing and performance:



 


		(1)	Party B, as an existing business
                                         entity legally established, has the corresponding civil right capability and civil act
                                         capability for signing the Contract.



 


		(2)	Party B has completed the external
                                         approval and the internal authorization procedures, including but not limited to the
                                         resolutions of the board and the share meeting, etc., needed for signing the Contract;
                                         the Contract is signed by the signatory authorized by Party B, and the Contract is legally
                                         binding upon Party B since the execution thereof.



 


		(3)	Where Party B should obtain the
                                         authorization, approval or consent from relevant government organization for the contract
                                         signing or for the performance of the business indicated in the Contract, Party B promises
                                         to have obtained such authorization, approval or consent which has full validity.



 




    	 	- 22 -	 



     


    

 


		(4)	Party B guarantees that the contract
                                         signing or the performance of the business indicated in the Contract shall not violate
                                         current valid laws and other relevant regulations or conflict with other binding legal
                                         documents signed thereby or other transactions concluded thereby.



 


		(5)	Party B guarantees to carefully
                                         read the Contract before signing the Contract and accurately understand the legal implications
                                         of the rights and obligations among the contracting parties and the responsibility articles,
                                         and have no objection upon all articles of the Contract.



 


		(6)	Party B guarantees to strictly
                                         abide by various national laws during the business activities and strictly develop various
                                         businesses within the validated business scope.



 


		(7)	In case Party B fails to perform
                                         the repayment obligation as agreed in the Contract, when Party A applies to the jurisdictional
                                         court for the order of payment, Party B waives the right for objection.



 


		(8)	Party B guarantees to maintain
                                         or improve the present business management level for preserving or increasing the value
                                         of existing assets, and promise not to waive any debt or dispose existing properties
                                         freely or improperly or at the price obviously lower than the market price.



 


		(9)	Party B promises not to have any
                                         major event, which may influence the obligation performance thereof under the Contract,
                                         at contract signing.



 


		(10)	Party B guarantees that the financial
                                         statement provided thereby to Party A is prepared according to existing laws and accepted
                                         accounting standards, and can truthfully accurately reflect the financial condition of
                                         Party B in the accounting period concerned; other information provided thereby to Party
                                         A for the loans under the Contract is truthful, accurate, legal and valid, and the copies
                                         or the scanning copies submitted thereby are consistent with the original copies.



 


		(11)	Unless otherwise specified in
                                         laws, the indemnification sequence of the loans should be in preference to any current
                                         or future debt of Party B.



 




    	 	- 23 -	 



     


    

 


		(12)	In case the event, which is sufficient
                                         to influence the contractual capacity of Party B under the Contract, occurs or will occur,
                                         Party B promises to immediately provide other measures for guaranteeing or improving
                                         the contractual capacity thereof as required by Party A before continuous contract execution.



 


		(13)	Party B promises not to involve
                                         in any intentional, potential or existing, pending or possible civil or criminal lawsuit,
                                         arbitration, dispute, administrative procedure or other legal procedures



 


		(14)	Party B guarantees that all documents
                                         regarding the Contract or the loans, including but not limited to all documents listed
                                         in the “Definition and Interpretation Rule” of the Contract, are not
                                         violated, and Party A’s rights under these documents are not damaged.



 


		(15)	Party B agrees Party A to check
                                         the credit status thereof from the People's Bank of China, or the credit database approved
                                         to be established by the competent department for loan credit investigation, or relevant
                                         units and departments, and also agrees Party A to provide the information thereof to
                                         the People's Bank of China and the credit database approved to be established by the
                                         competent department for loan credit investigation. Moreover, Party B agrees that Party
                                         A may reasonably utilize and disclose the information thereof according to business needs
                                         but should abide by the confidentiality responsibility as agreed in the Contract.



 


		(16)	In case Party B involves in the
                                         arrears of loan principal and interest or other default events, Party A has the right
                                         to notify to relevant department or unit and announce relevant collection through news
                                         media.



 


		16.3	Various statements and guarantees mentioned
                                         in the Contract should be deemed to be remade on the basis of the duly existing facts
                                         and situations at any time within the period from the date of contract signing to the
                                         date of contract termination or to the completion date of contract performance.



 


Article 17 Taxation Expense


 


		17.1	Both parties should, according to the
                                         laws in China, pay the corresponding taxation expenses.



 


		17.2	Unless otherwise specified by both parties,
                                         the following expenses should be separately borne by both parties:



 




    	 	- 24 -	 



     


    

 


		(1)	Relevant expenses incurred from
                                         the loan should include but not be limited to the stamp tax, the communication expense,
                                         the mail charge, the enquiry fee, etc. for the loan.



 


		(2)	The assessment fee, the audit fee,
                                         the counsel fee, the registration fee, the notarial fee, etc. incurred for contract negotiation,
                                         drafting and signing.



 


		17.3	The following expenses should be borne
                                         by Party A:



 


The
appraisal cost and the storage cost (namely, the rent expense for safe deposit boxes in a bank) of the pledge.


 


		17.4	The following expenses should be borne
                                         by Party B:



 


		(1)	All expenses accrued for Party
                                         A to realize the creditor’s rights (including but not limited to legal fare, arbitration
                                         fee, property preservation expense, travel expense, execution fee, assessment expense,
                                         auction fee, notarial fee, delivery expense, announcement fee, counsel fee, etc.);



 


		(2)	The property insurance expense
                                         of the pledge;



 


		(3)	Other expenses agreed thereby.



 


Article 18 Confidentiality


 


		18.1	Both
                                         parties hereto should bear the confidentiality obligation for the documentation regarding
                                         the Contract and obtained during contract signing and performance and the business secret
                                         of the other party (hereinafter generally called “confidential information”).
                                         Except for any one of the following conditions, any party concerned should not disclose
                                         the above confidential information to the third party:



 


		(1)	For
                                         such legal dispute procedures as litigation and arbitration;



 


		(2)	For
                                         contract performance;



 


		(3)	For
                                         the supervision duty performance of the supervision organization;



 


		(4)	Disclosure
                                         permission from the party with confidential information disclosure right;



 


		(5)	Legal
                                         requirements.



 


		18.2	Both
                                         parties hereto unanimously agree to further make all reasonable efforts and take prevention
                                         measures to prevent any associated company, employee or any other person or intermediary
                                         organ or enterprise employed thereby from obtaining and/or utilizing or/and disclosing
                                         any confidential information without the corresponding authorization.



 




    	 	- 25 -	 



     


    

 


		18.3	Both
                                         parties hereto unanimously agree that no matter whether the Contract is changed, cancelled
                                         or terminated, this article is always binding upon both parties, unless the obligee of
                                         the confidential information agrees the other party to be released from the confidentiality
                                         obligation; or, such confidential information is entered into the public place and known
                                         by the public due to other causes except the contract violation of one party; or, the
                                         confidentiality obligation and responsibility may be exempted according to laws.



 


Article 19 Force Majeure


 


		19.1	Force
                                         majeure refers to the events which all contracting parties hereto cannot reasonably control,
                                         or predict, or avoid after prediction, and which can obstruct, influence or delay any
                                         party to perform part or all of the obligations as required by the Contract. Such events
                                         should include but not be limited to earthquake, typhoon, flood, fire disaster, other
                                         natural disasters, war, disturbance, strike or other similar events, issuance of new
                                         laws or alteration of original laws or other political factors.



 


		19.2	In
                                         case of force majeure, the party suffering from the force majeure should immediately
                                         inform the other party as soon as possible, and provide relevant documentary evidence
                                         within fifty working days to explain the detailed event & cause for partial contract
                                         performance or failed contract performance or delayed contract performance; subsequently,
                                         the parties concerned should negotiate with each other to delay the contract performance
                                         or terminate the Contract.



 


		19.3	In
                                         case of force majeure, the party suffering from the force majeure should immediately
                                         take appropriate measures to avoid loss expansion; in case of not taking appropriate
                                         measures and accordingly causing loss expansion, the party concerned should not request
                                         to be exempted from part or all of responsibilities within the expanded loss scope.



 


Article 20 Default Responsibility


 


		20.1	In
                                         case Party A or Party B violates the obligation agreed in the Contract, the party concerned
                                         should bear the corresponding default responsibility.



 


		20.2	In
                                         case Party A or Party B fails to truthfully make the statement or guarantee under the
                                         Contract or abide by the statement or guarantee, such behavior should be deemed as contract
                                         violation and the party concerned should bear the corresponding default responsibility.



 




    	 	- 26 -	 



     


    

 


		20.3	In
                                         case the default penalty agreed in the Contract is not enough to compensate for the actual
                                         loss caused by the defaulting party to the other party, the defaulting party should compensate
                                         the other party for all losses caused by the default behavior thereof and for the profits
                                         able to be obtained after contract performance, but such profits should not be more than
                                         the losses which are caused by contract violation and can or should be predicted at contract
                                         conclusion.



 


		20.4	In
                                         case Party B fails to repay the loan as scheduled, Party A has the right to collect the
                                         interests according to the overdue default interest rate agreed in Article 5.3 of the
                                         Contract, and perform other rights agreed in the Contract.



 


		20.5	In
                                         case Party B fails to utilize the loan as agreed in the Contract, Party A has the right
                                         to collect the interest according to the embezzlement default interest rate agreed in
                                         Article 4.4 of the Contract, and perform other rights agreed in the Contract.



 


		20.6	In
                                         case of having any one of the following behaviors, Party B should be deemed to violate
                                         the Contract, and Party A has the right to directly stop loan issuance and unilaterally
                                         terminate the Contract as well as announce the accelerated expiry of the loan, and Party
                                         B should not have any objection thereupon.



 


		(1)	Party
                                         B loses the contractual capacity, including but not limited to unscheduled insufficient
                                         loan principal or interest repayment to other financial institutions;



 


		(2)	Party
                                         B fails to pay the loan principal and interest or other expenses at a full amount as
                                         scheduled;



 


		(3)	Party
                                         B fails to utilize the loan as agreed in the Contract;



 


		(4)	The
                                         funds are not collected as agreed;



 


		(5)	Party
                                         B externally has important investment, etc., thus significantly influencing or threatening
                                         the realization of the creditor’s rights of Party A;



 


		(6)	Party
                                         B involves in major economic dispute or suffers from financial situation deterioration,
                                         etc., thus significantly influencing or threatening the realization of the creditor’s
                                         rights of Party A;



 


		(7)	Party
                                         B fails to perform any one of the agreements or obligations under the Contract;



 




    	 	- 27 -	 



     


    

 


		(8)	Party
                                         B involves in any untruthful, inaccurate or incomplete statement or guarantee under the
                                         Contract, intentional concealment, intentional misconception for others or unimplemented
                                         statement or guarantee;



 


		(9)	Party
                                         B violates the obligations against Party A under any one of the cooperation documents
                                         including but not limited to the Mortgage Contract, the Guaranty Contract,
                                         the Gold Pledge Contract, etc.;



 


		(10)	Party
                                         B fails to ensure the continuous satisfaction of the prerequisite conditions for loan
                                         issuance within the loan term;



 


		(11)	Party
                                         B fails to strength or replace the guarantee measures as required by Party A;



 


		(12)	Other
                                         cases that Party A deems to influence the realization of the creditor’s rights
                                         thereof.



 


		20.7	In
                                         case one party violates the Contract and accordingly causes the other party to realize
                                         the creditor’s rights thereof through litigation, the defaulting party should bear
                                         the reasonable expense paid by the other party for the litigation, including but not
                                         limited to legal fare, preservation fee, execution fee, execution fee, assessment expense,
                                         auction fee, delivery expense, announcement fee, counsel fee, travel expense, copying
                                         charge, information cost, etc.



 


Article 21 Application of Law and Dispute
Solution


 


		21.1	Establishment,
                                         validation, interpretation, performance, alteration, termination, etc. of the Contract
                                         are applicable to existing laws in China.



 


		21.2	In
                                         case of any dispute under the Contract, the contracting parties hereto should negotiate
                                         such dispute through friendly negotiation; in case of failed negotiation, such dispute
                                         should be submitted to the jurisdictional people’s court at the place where Party
                                         A is located.



 


		21.3	During
                                         negotiation or litigation, or when Party B is applied for execution, both parties thereto
                                         should still perform the undisputed articles of the Contract.



 


Article 22 Establishment, Validation and
Termination of the Contract


 


		22.1	The
                                         Contract should be established and should come into effect since being officially stamped
                                         by Party A and Party B.



 


		22.2	After
                                         loan principal, interest, penalty interest, default penalty and other expenses accrued
                                         are all paid off, the Contract should be automatically terminated.



 




    	 	- 28 -	 



     


    

 


Article 23 Independence of Articles


 


The articles
of the Contract have independent effects, and in case any article of the Contract becomes invalid due to any change of national
laws, government instruction or legal practice, the legality and the validity of other articles of the Contract should not be
influenced, except that the invalid article severely damages the fundamental intention and implication of other parts of the Contract.


 


Article 24 Reservation of Right


 


		24.1	Even
                                         though one party fails to perform the rights or take any action against the default behavior
                                         of the other party, this party should not be deemed to waive the rights or the responsibility
                                         or obligation for investigating the default behavior. Even though one party waives any
                                         right directing to the other party or for investigating any responsibility of the other
                                         party, this party should not be deemed to waive other rights directing to the other party
                                         or the right for investigating the other negligence of the other party. All waivers should
                                         be made in a written form.



 


		24.2	In
                                         case any article of the Contract is determined to be invalid or cannot be implemented
                                         according to existing laws, other articles of the Contract should be continuously valid.
                                         In this case, the contracting parties hereto should replace the article concerned with
                                         valid article, and the valid article should be maximally approximate to the original
                                         article and the corresponding intention and spirit of the Contract.



 


Article 25 Acceleration of Period and Alteration
of Account


 


		25.1	In
                                         case the payment date of the contracting party is a non-working day, the party concerned
                                         should pay on the recent working day before above payment, but the days calculated for
                                         relevant funds should not be changed.



 


		25.2	In
                                         case of changing the bank account under the Contract, the party concerned should send
                                         a written notice to the other party three days in advance; in case the above notice is
                                         not timely sent for account change, the losses incurred should be borne by the account
                                         changing party.



 




    	 	- 29 -	 



     


    

 


Article 26 Completeness of the Contract


 


		26.1	In case of any unmentioned matters
                                         or contract alteration, both parties hereto may additionally conclude and sign a supplementary
                                         agreement through negotiation. Unless otherwise specified by both parties, the supplementary
                                         agreement, as a part of the Contract, should have equal legal effect.



 


		26.2	Unless otherwise specified by both
                                         parties, any annex (including other legal documents based on the annex) should be regarded
                                         as a part of the Contract and have equal legal effect.



 


		26.3	Unless otherwise specified by both
                                         parties, any written letter (including but not limited to notice, announcement, specification,
                                         etc.; hereinafter inclusive) should be regarded as a part of the Contract and have equal
                                         legal effect.



 


Article 27 Other Articles


 


		27.1	Reserved official seal: unless otherwise
                                         agreed in the Contract or regulated in laws, all written correspondences under the Contract
                                         should be stamped with the reserved official seal (see Annex 2).



 


		27.2	Binding force: the Contract should
                                         be binding upon and applicable to both parties and the legal inheritors or assignees
                                         thereof.



 


		27.3	Specially, in order to successfully
                                         handle the corresponding pledge/mortgage procedures of the Contract, in case Party A
                                         and Party B or the guarantor should additionally conclude and sign the Trust Loan
                                         Contract (hereinafter referred to as “Registration Contract”) as required
                                         by relevant pledge/mortgage department, the rights and obligations of Party B or the
                                         guarantor as the Borrower under the Registration Contract refer to the rights
                                         and obligations of Party B under the Contract, and the rights and obligations of Party
                                         A as the Lender under the Registration Contract refer to the rights and obligations
                                         of Party A under the Contract. The rights and obligations relation among Party A, Party
                                         B and the guarantor should be consistent with the Contract and the cooperation documents
                                         agreed in the Contract, Party B or the guarantor should not request Party A to perform
                                         relevant obligations on the excuse of any regulation under the Registration Contract.



 


		27.4	Contract text: the Contract is made
                                         into [five] copies with equal legal effect, and both parties hereto respectively hold
                                         [two] copies, and the rest [one] copy is used for handling relevant procedures.



 




    	 	- 30 -	 



     


    

 


		27.5	Remark (other articles agreed thereby):
                                         Party B should have read all articles of the Contract. As required by Party B, Party
                                         A has interpreted the corresponding articles of the Contract. Moreover, Party B should
                                         have known and comprehensively understood the implication of the articles of the Contract
                                         and the corresponding legal consequences.



 


(The remainder of this page
is intentionally left blank.)


 




    	 	- 31 -	 



     


    

 


(This page is the signature
page of the Trust Loan Contract for the Assembled Funds Trust Plan between JIC Trust Co., Ltd and Yongquan Series (Kingold
Jewelry) (Contract No.: [JIC Trust (2016) Hang Tou Ji 006-01]).


 


Party A: JIC Trust Co., Ltd (Official Seal)


 


Legal Representative or Authorized Agent (Signature):


 


Date of Signing: , 2016


 


Party B: Wuhan Kingold Jewelry Inc. (Official
Seal):


 


Legal Representative or Authorized Agent (Signature):


 


Date of Signing: , 2016


 


Location of Signing: Xihu District, Hangzhou
City, Zhejiang Province


 




    	 	- 32 -	 



     


    

 


Annex 1: Loan Confirmation


 


Loan Confirmation


 


JIC Trust Co., Ltd:


 


According to the Trust
Loan Contract for the Assembled Funds Trust Plan between JIC Trust Co., Ltd and Yongquan Series (Kingold Jewelry) (hereinafter
referred to as the Trust Loan Contract) (Contract No.: JIC Trust (2016) Hang Tou Ji 006-01) concluded and signed
between both parties, your company has transferred the loan fund under the Trust Loan Contract, namely RMB___,___,___,___.___
Yuan (Amount in Words: RMB___ ONLY) to the borrowing account designated by our party on Date.


 


Hereby confirmed!


 


	 	The
    Borrower:
	 	 
	 	Date


 




    	 	- 33 -	 



     


    

 


Annex 2: Sample of Reserved Legal Seal


 


	 

        Reserved Legal 

        Seal of Party A

         
	 
	 

        Reserved Legal

        Seal of Party B

         
	 


 




    	 	- 34 -