Exhibit 10.38


 


Trust Loan Contract


 


Between


 


China Minsheng Trust Co., Ltd.


 


And


 


Wuhan Kingold Jewelry Co., Ltd.


 


Contract No.: [2016-MSJH-103-2]


 


2016


 




     


     


    

 


Trust Loan Contract


 


Lender (Party A): China Minsheng Trust
Co., Ltd.


 


Address: 19/F, Tower C, Minsheng Financial
Center, No. 28, Jianguo Mennei Road, Dongcheng District, Beijing


 


Zip Code: 100005


 


Legal Representative: Zhiqiang Lu


 


Fax Number: 010-85259080


 


Phone Number: 010-85259071


 


Borrower (Party B): Wuhan Kingold Jewelry
Co., Ltd.  


 


Address: Te 15, Huangpu Science &
Technology Garden, Jiangan District


 


Zip Code: 430023


 


Legal representative: Zhihong Jia 


 


Fax Number: 027-65694977


 


Phone Number: 027-65694977


 


Whereas:


 


1. Party A is a duly
incorporated trust company with good standing, and Party B is a duly incorporated limited liability company with good standing.


 


2. According to [2016-MSJH-103-1]
China Minsheng Trust – Zhixin No. 255 Kingold Jewelry Loan Assembled Fund Trust Plan Trust Contract (“Trust Contract”
or “Trust Document”), Party A sets up China Minsheng Trust – Zhixin No. 255 Kingold Jewelry Loan Assembled Fund
Trust Plan (“Trust Plan”) and agrees the trust fund is used to issue loans to Party B.


 


3. According to the
Trust Document, Party A plans to sign this Contract with Party B and issue a trust loan to Party B.


 


The Contract is made
in line with relevant laws and regulations to specify the rights and obligations of both parties after reaching consensus through
consultation.


 




     


     


    

 


Article 1 Definitions


 


1. In the Contract
(as defined below), save where the context or text otherwise requires, the following words and expressions shall have the same
meanings in the Trust Document:


 


1.1 Contract:
the Contract [2016-MSJH-103-2] Trust Loan Contract between China Minsheng Trust Co., Ltd. and Wuhan Kingold Jewelry Co., Ltd. and
any other effective revisions and annexes.


 


1.2 Issuance
Date of Loan: for each allocation of trust loan, the date of issued loan by Party A to Party B, specified on the certificate
of indebtedness of loan regarding that allocation. If the first Issuance Date of Loan is inconsistent with the date of establishment
of the Trust Plan, or if any following Issuance Date of Loan is inconsistent with the date of successful funding of the fund corresponding
to this loan, the date of when the Trust Plan begins effective or the corresponding following date of actual usage of each fund
allocation is the Issuance Date of Loan.


 


1.3 Expiration
Date of Loan: for each allocation of the trust loan, the expected expiration date of each trust loan, or the date of advanced
expiration of loan of each trust loan, or the date when the extending period of this loan ends.


 


1.4 Interest
Settlement Date: March 15, June 15, September 15, December 15 of each natural year and each Expiration Date of Loan.
The Interest Settlement Date cannot be extended.


 


1.5 Interest
Payment Date: each Interest Settlement Date. If Interest Payment Date is not a business day, then it will be the next business
day.


 


1.6 Month:
for each allocation of trust loan, the period from the Issuance Date of Loan or corresponding date of the Issuance Date of Loan
(including that date; if there is no corresponding date of that month, then to be the last date of that month) to the corresponding
date of the Issuance Date of Loan of next month (excluding that date; if there is no corresponding date of that month, then to
be the last date of that month) is a loan Month for that allocation. The specific starting date and ending date should be the
dates on the certificate of indebtedness of that allocation.


 


1.7 Year:
for each allocation of the trust loan, the 12 Month period since the Date of Loan is a loan Year for that allocation.


 


1.8 Pledgor:
Wuhan Kingold Jewelry Co., Ltd.


 


1.9 Pledge
Date: The date of delivering pledge and setting up the pledge right by the Pledgor under Gold Pledge Agreement.


 




     


     


    

 


1.10 Gold
Pledge Agreement: Gold Pledge Agreement between China Minsheng Trust Co., Ltd. and Wuhan Kingold Jewelry Co., Ltd. signed
by Party A and Pledgor [2016-MSJH-103-3] and any amendments or supplements.


  


1.11 Authorized
Subscription Contract of Trust Industry Security Fund: Authorized Subscription Contract of Trust Industry Security Fund [2016-MSJH-103-6]
signed by Party A and Party B.


 


1.12 Yuan:
refers to the monetary unit of China, the Reminbi or RMB.


 


1.13 China: Refers
to the People’s Republic of China excluding Hong Kong, Macau and Taiwan.


 


Article 2 Amount of Loan


 


The amount of loan
under the Contract is no more than four Hundred Million Yuan, or RMB 400,000,000.00, in multiple allocations. The specific amount
of each allocation of loan shall follow the amount specified on the certificate of indebtedness of loan. 


  


Article 3 Purpose of Loan and Supervision


 


3.1 Party B shall
use the loan for supplementary liquidity needs.


 


Party B is not allowed
to change the purpose of loan without prior written consent of Party A. Party B is not allowed to use the loan for fixed investment
in assets and stock rights etc., securities market investment, land storage, and real estate development, projects prohibited
by any law, regulation, regulatory provision and national policy.


 


3.2 The trustor under
the trust or a third party designated by it supervises if Party uses the money according to this Contract. Both parties should
comply with Capital Supervision Agreement signed by party B and the supervision bank.


 


3.3 The content of Capital
Supervision Agreement should be confirmed with consents of each party.


 


Article 4 Length of Maturity


 


4.1 The loan under
this Contract is issued in allocations. The life of loan of each allocation of loan is 12 Months, calculated since its respective
Issuance Date of Loan. The period from issuance date of the first installment to the expiration date of the last installment shall
not exceed 30 months.


 







     


     


    

 


4.2 Based on conditions
prescribed in the Contract, Party A shall have the right to announce that the loan or partial of the loan is due in advance.


 


Article 5 Interest Rate, Interest Calculation,
Settlement of Interest, Payment of Interest and Penalty Interest


 


5.1 Interest Rate


 


The annual interest
rate of loan under the Contract is fixed interest rate :7.6% per year.


 


5.2 Interest Calculation


 


Interest of each
loan under the Contract will calculated respectively starting from the Issuance Date of Loan. The interest of each loan is calculated
by day, with daily interest rate= monthly interest rate/30= yearly interest rate/360. For each loan, amount of loan interest due
every day = amount of loan balance on that date x [7.6]%/360.


 


5.3 Interest Settlement


 


Interest on the loan
under this Contract is calculated by using the Interest Settlement Date corresponding to each loan. The period is from loan issuance
date (inclusive) or the last Interest Settlement Date (inclusive) to this Interest Settlement Date (exclusive). The last interest
settlement date of each loan under this Contract is the Expiration Date of Loan. The principal should be paid off along with its
interest.


 


5.4 Interest Payment


 


Party B shall make
full interest payment to Party A for each loan on each Interest Payment Date. If the loan is issued by allocations, each allocation
is calculated in following way and the interest is paid accordingly.


 


Interest shall be
paid by Party B on every Interest Payment Date within first year after the issuance of the loan= Σ the loan interest every
day from the Issuance Date of Loan (inclusive) or last interest settlement date (inclusive) to the interest settlement date (exclusive)


 


5.5 Penalty Interest


 


(1) If Party B changes
the purpose of loan, Party B should pay additional 100% interest based on the original interest rate starting from the date of
such change regarding the changed part.


  


(2) If Party B fails
to make loan payments as scheduled, Party B shall pay additional 50% interest based on the original interest rate starting from
the date of such failure. If Party B fails to make interest payment as scheduled, Party B shall pay compound interest according
to the 50% penalty interest rate.


 




     


     


    

 


(3) Original interest
rate refers to the applicable rate used prior to the Expiration Date of Loan (including accelerated maturity date or expiration
date for extension).


 


(4) In case the payment
is overdue AND the purpose of loan has been changed, Party B shall pay the higher interest rate according to above provisions.


 


Article 6 Issuance of Loan


 


6.1 Only after satisfying
the following prerequisites, Party A is in duty bound to issue a loan to Party B.


 


(1) To issue the
first loan, the trust plan has been set; to issue each of following loans, the subscription of that trust unit is successful;


 


(2) According to
currently effective laws, regulations, certificate of incorporations and other organizational documents, Party B, each Warrantor
and others have provided all necessary legal documents and legally valid internal/external approval and authorization documents,
and submit the list of persons with signature rights and the signature specimen of these persons;


 


(3) The Contract,
Contract of Gold Pledge, Capital Supervision Agreement, Authorized Subscription Contract of Trust Industry Security Fund and other
transaction documents have been signed and taken affect;


 


(4) Notarization
of compulsory execution of the Contract and Gold Pledge Agreement has been transacted;


 


(5) Contract of Pledge
has been signed and taken affect;


  


(6) Until the issuance
date of the loan, all the statements and guarantees provided by Party B in Article 10 of this Contract are true, accurate and
effective. Party B’s financial situation is basically similar with it when signs this Contract without any major adverse
change;


 


(7) Until the issuance
date of the loan, the issuance of the trust loan of Party A to Party B under the Contract does not violate all the laws and regulations;


 


(8) Party B’s
business operation status (including but not limited to its financial status) does not have any substantial changes which cause
any major adverse influence on the transaction under the Contrac;.


 


(9) Any laws, regulations,
regulatory provisions, other regulatory documents or regulatory agencies do not limit or prohibit Party A to issue a loan to Party
B as described in the Contract;


 


(10) Other requirements
by Party A.


 




     


     


    

 


6.2 Within three
days since all conditions under Article 6.1 are met (unless Party A waives any or more of them), Party A should transfer each
loan to the following loan account opened by Party B.


 


Bank Name: Bohai
Bank, Wuhan Branch


Account Number: 2002127680000268


Account Name: Wuhan
Kingold Jewelry Co., Ltd


  


Article 7 Repayment


 


7.1 Principal of
Repayment


 


As for the loan under
the Contract, Party B shall repay interest first and then principal. Party A is entitled to use the payment of Party B to first
pay off all expenses which should be undertaken by Party B but are paid by Party A for Party B and expenses for Party A realizing
creditor’s right.


 


If the payment of
Party B is insufficient to pay off the payable amount of Party A (including but not limited to loan principal, interest, liquidated
damages, compensation for damage, expense for achieving the creditor’s right and other expenses payable) under the Contract,
Party A is entitled to decide the sequence of refunding principal, interest and other expenses.


 


7.2 Repayment of
Principal and Interest


 


Party B shall pay
the interest according to the Article 5.4 in the Contract on each Interest Payment Date. The last Interest Payment Date of every
loan is the Expiration Date of Loan for such loan under the Contract and the principal should be paid along with the interest.


 


7.3 Prepayment


 


(1) Party B could
request prepayment, but only after sending request in writing 30 days in advance to Party A and getting Party A’s approval.
If the life of the loan of that month is less than 30 days, the loan interest is calculated basing on 30 days.


 


(2) The interest
of prepayment is calculated according to this Contract.


 


7.4 Party B shall
transfer the payment of principals and interests to the following account appointed by Party A:


 


Bank name: Bohai
Bank, Wuhan Branch


Account number: 3001005984001185


Account name: China
Minsheng Trust Co., Ltd 


 




     


     


    

 


Article 8 Warrant of Loan


 


8.1 All debts under
the Contract (including but not limited to all principals, interests, default interests, compound interests, liquidated damages,
compensation, all payments for creditor to realize the creditor’s rights and other payments that Party B shall pay) are
guaranteed by the Pledgor in the following manners:


 


(1) Pledge: Party
B provides pledge guarantee with its inventory of gold with standard not lower than Au9995. Under the presumption of principal
pledge rate no higher than 70%, the gold amount that should be pledged is calculated basing on the Au9995 closing price of Shanghai
Gold Exchange on the day prior to pledgor date. The details are specified in the Gold Pledge Agreement.


 


(2) Warrant: the
warrantor should provide joint liability guaranty for party B. The details are specified in the Warrant Agreement.


 


8.2 For the details
about all warrant ways under Article 8.1, the provisions of the warrant agreements such as Guaranty Agreement and Gold Pledge
Agreement prevails.


 


Article 9 Rights, Obligations, Representations
and Warranties of Party A


 


9.1 Rights of Party
A


 


(1) Party A is entitled
to require Party B to repay the principals, interests and expenses of the loan;


  


(2). Party A is entitled
to require Party B to provide the most recent audited financial statements and all other relevant documents related to the loan
under the Contract;


 


(3) Party A is entitled
to understand the production and management, financial activity of Party B;


 


(4) Party A is entitled
to report to the authorities if Party B evades Party A’s supervision, delays payment of loan principal and interest and
conducts other actions of breach of Contract;


 


(5) Party A or its
authorized third party is entitled to collect payments that are not fully paid or timely paid by Party B via various communication
channels. The expenses resulted from such collection acts will be borne by Party B;


 


(6) Party A or its
authorized third party is entitled to perform regular inspections on Party B’s purchase agreements to check the matching
status of the actual purchase agreements and actual fund usage;


 


(7) If any situation
happens as prescribed in Article 11 and Party A believes it may endanger creditor’s rights under the Contract, or Party
B defaults under this Contract in any way, Party A is entitled to announce the loan is due in advance and require Party B to pay
all due principals and interests of the loan;


 




     


     


    

 


(8) Party A’s
other rights entitled by law, regulations and the Contract.


 


9.2 Obligations of
Party A


 


(1) Issue the loan
on schedule based on the Contract, save the delay due to reason of Party B or other reasons not concerned about Party A;


 


(2) Keep the financial
information and the commercial secrets about production and management provided by Party B in confidentiality, save the laws and
regulations otherwise require, or disclose according to regulatory department and administrative supervision department or disclose
to engaged third parties.


 


9.3 Representations
and Warranties of Party A


 


Representations and
Warranties of Party A are as follows:


 


(1) It is a registered
trust company approved by China Banking Regulatory Commission and has the qualification to sign this Contract;


 


(2) It is its real
intention to sign and perform the Contract. It has legally performed all necessary formalities for signing and performing the
Contract. All the procedures to sign and fulfill the Contract have been legally performed and are legally effective.


 


(3) It issues trust
loan to Party B under the Trust Contract and its execution and enforcement of this Contract does not violate any of its obligations
under the Trust Contract.


 


Article 10 Rights and Obligations of
Party B


 


10.1 Rights of Party
B


 


(1) Entitled to get
and use the loan according to the stipulated terms and loan usages of the Contract.


 


(2) Entitled to require
Party A to keep the relevant financial information and commercial secrets about production and management provided by Party B
in confidentiality, save where laws, regulations or this Contract otherwise require or necessary disclosure to principals and
beneficiaries because Party A sets up the trust .


 





10.2 Obligations
of Party B


  


(1) Get the loan
according to stipulations of the Contract;



 




     


     


    

 


(2) Per Party A’s
requests, provide materials quarterly (within 20 business days at the beginning of each quarter) to Party A about financial accounting
and production and operation, including but not limited to the balance sheet, profit and loss statement, cash flow statement and
financing situation (all the banks with its accounts, accounts, balance situation, etc.), usage situation of loan fund, etc.;
per Party A’s request, provide operation situation introduction to Party A quarterly (within 20 business days at the beginning
of each quarter), including but not limited to the operation situation of the main business of last quarter, constitution of revenue
and profit source, material investment and financing outside of the company, deposition of material assets, and other information
with material impact on the operation; submit the financial statements of last year by the end of every April; and takes responsibility
of the authenticity, legality, completeness and validity of the foregoing provided documents;


  


(3) Use the loan
for the purpose agreed in the Contract and do not forcibly occupy and misappropriate it or use it in any project that violates
the laws and regulations;


 


(4) Actively cooperate
and consciously accept the investigation and supervision of Party A or its engaged third party on its production and management,
financial activity and loan utilization under the Contract;


 


(5) Pay off principals
and interests of loan on schedule and pay other amounts due (if any) in accordance with the stipulations of the Contract;


 


(6) Bear related
expenses under this Contract, including but not limited to insurance, evaluation, registration, safekeeping, appraisal, notarization
and other matters;


 


(7) Party B and its
investors are not allowed to secretly withdraw funds or transfer assets to evade debts to Party A;


 


(8) Before paying
off the principals and interests, it shall not, without Party A’s consent, use the assets resulted from the loan to warrant
for a third party;


 


(9) During the duration
of the Contract, it shall not provide any warrant to a third party without Party A’s consent, shall not allocate its profits;
repayment of loans of Party A’s shareholders shall not be done before the repayment of principal and interest of the loan
under this Contract;


 


(10) Before any full
or partial transfer of debt to a third party, it shall get prior written consent of Party A;


 





(11) During the duration
of the Contract, if Party B alters its name, legal representative, address, business scope and registered capital, it should notify
Party A in writing;



 




     


     


    

  


(12) During the duration
of the Contract, in case Party B engages in contracting out business operation, lease, shareholding system transformation, joint
venture, merger, acquisition, separation, increase and decrease of capital, alternation of stock rights, transfer of material
assets or other acts of disposition which will impact the realization of Party A’s credit, Party B shall notify Party A
in writing at least 30 days in advance for its consent and address the matters of payment and guaranty of the debt under the Contract
according to Party A’s requirements;


 


(13) In case Party
B suffers business halts, bankruptcy, dissolution, closure of business, cancellation of business license, and revocation, the
Contract is deemed to reach its expiration. Party B shall send a written notice to Party A within three days since the date of
its occurrence and repay all principals and interests immediately;


 


(14) If any incident
causes danger to Party B’s normal business or materially and adversely affect Party B’s ability to fulfill its payment
obligation under the Contract, including but not limited to, material financial disputes, litigation, deterioration of financial
situation, serious hardship of production and operation, dissolution, closure of business, cancellation of business license, and
revocation, etc., Party B shall send a written notice to Party A within three days since the date of its occurrence and address
the matters of payment and guaranty of the debt under the Contract according to Party A’s requirements;


 


(15) Ensure all Warrantors
(if any) to work with Party A to sign Contracts of Warranty (if any) and go through relevant notarization and registration procedures;


  


(16) In case the
Warrantors under the Contract suffers business halts, bankruptcy, dissolution, closure of business, cancellation of business license,
revocation or similar situations, and partly or fully loses the warrant ability corresponding to this loan, Party B shall promptly
provide Party A other warrant recognized by Party A;


 


(17) Party B, without
any consent from Party A, shall not incur any kind of debt, investment or financing, including but not limited to, bank loan,
trust loan, merger loan, setting property trust, setting special asset earning right, share or share beneficiary investment and
financing, and other kinds of investment and financing activities;


 


(18) During the term
of this Contract, Party B does not distribute dividends to shareholders;


 


(19) Party A is allowed
to refer to China Bank about the credit data of Party B


 


(20) Party B should
provide evident materials to prove the loan capital is used as signed in this contract. Such capital includes but not limited
purchase contract, receipt, or others.


 


(21) Party B shall
take responsibility to Party A for the loss caused by breaching the Contract.


 




     


     


    

 


10.3 Representations and Warranties
of Party B


 


Representations and
warranties of Party B are as follows:


 


(1) It is a legally
registered and validly existing business entity. Until the Issuance Date of Loan, it is in normal operation, and does not have
any current or reasonably expected factor which may cause it to be unable to keep the normal operation during the loan term;


 


(2) It is its real
intention to sign and perform the Contract. It has legally performed all necessary formalities for signing and performing the
Contract. These conducts do not violate the certificate of incorporation or other organizational documents or any laws, regulations,
charters and other regulatory documents, judgments, contracts, commitments, or arrangements. All the procedures to sign and fulfill
the Contract have been legally performed and are legally effective;


 


(3) All the documents,
materials, relevant financial statements and certificates provided to Party A for the loan under the Contract are true, correct,
complete, legally valid, and do not have any misleading statements, false record or material omission;


 


(4) It does not conceal
any past actions or actions that may happen which might prevent the issuance of the loan under the Contract, including but not
limited to,


 


1) serious illegal
actions, discipline incidents or material claims related to it or its person in charge;


3) any breach actions
related to contracts with other creditors;


2) litigations, arbitrations
and other disputes;


4) its debt and debt
guarantees;


5) other situations
that might influence its financial status or repayment ability.


 


(5) It allows Party
A to investigate its credits from the credit data center approved and set up by People's Bank of China and its credit supervisor
department or relevant agencies, agrees Party A to disclose its information to the credit data center approved and set up by People's
Bank of China and its credit supervisor department, or reasonably use or disclose those credit information out of business needs;


 


(6) Any existing
legal documents relevant to financing and/or guarantee (if any) do not include any terms that limit Party B’s refinancing
or providing guarantee and do not affect Party B’s application of trust loan to Party A under the Contract.


 


(7) Party B is not
a non-residential company, and the real controller of Party B is not a non-residential company.


 




     


     


    

 


The Representations
and Warranties of Party B is consecutively effective. When the agreement is revised, supplemented or amended, Party B is deemed
making the above Representations and Warranties repeatedly.


 


Article 11 Responsibility of Default


 


11.1 Default Situations


 


(1) Party B shall
take the responsibility of default by law if any situation as follow happens:


 


1) Fail to provide
true, complete and valid financial, accounting, operation status and other materials; conceal information that may affect its
ability to repay the loan;


  


2) Fail to use the
loan for the purpose agreed in the Contract, refuse Party A’s or its authorized third party’s supervision over the
usage of the loan;


 


3) Fail to pay interests
or any term of interest under the Contract on schedule, or fail to pay other amount payable (if any);


 


4) Fail to pay for
Trust Secure Fund timely under Trust Subscription Agreement;


 


5) Regarding other
projects between Party B, its Guarantor, their related parties and Party A (current or future, including but not limited to China
Minsheng Trust – Zhixin No. 439 Kingold Jewelry Loan Assembled Fund Trust Plan), Party B does not pay for loan balance or
interest of any allocation or other payables or perform warrant obligations (if any), or reach the fill-up line of pledge under
such project and the debtor/pledgee hasn’t supplemented corresponding gold or cash, or there is any other violation of agreements
under such project;


 


6) Transfer assets
or withdraw funds to evade debt;


 


7) Deterioration
of operation and financial conditions, failure to pay off due debt, involvement in serious litigation, arbitration or other legal
disputes or undertaking other debts happens and Party A believes it may affect or threaten its rights and benefits under the Contract;


 


8) During the duration
of the Contract, conducting transactions such as contracting out business operation, lease, shareholding system transformation,
joint venture, merger, acquisition, separation, increase and decrease of capital, alternation of stock rights, and other actions
changing operating way or system which Party A believes may impact or have impacted Party A’s rights under the Contract;


 


9) Its other debts
may or have affected the fulfillment of obligations to Party A;


 


10) Distribute dividend
without any consent from Party A during the duration of the Contract;


 




     


     


    

 


11) Enter into legal
proceedings of custody, taken over, consolidation, settlement, reorganization, bankruptcy, or dissolution, or being cancelled
business license, or being ordered business closure, stop, revocation or dissolution;


 


12) If Party B and/or
Guarantor has any situation that Party A believes material and disadvantageous, or violates any other project or contract with
Party A or other financial institution, Party A has the right to adopt the remedies under Article 11.2 under this Contract. If
the violation is serious, Party A has the right to terminate all projects cooperated with Party B;


 


13) Other breaches
of the Contract or other circumstances that Party A believes may affect or threaten or have affected or threatened the realization
of Party A’s rights and benefits under the Contract.


 


(2) If any following
circumstances happens to the Pledgor that Party A believes may affect the warrant ability of the mortgagor (or the Pledgor) and
requires the mortgagor (or the Pledgor) to remove the adverse implication caused by it, but the Pledgor and Party B do not cooperate,
or Party B refuses to provide new warrant and/or other remedies approved by Party A, Party B is deemed to violate the contract
:


 


1) Upon signing the
Gold Pledge Agreement, the Pledgor concealed any situation that the rights associated with the pledge has been addressed, including
but not limited to, that the pledge has been rented, sold, the beneficial rights, operation rights or other rights have been transferred
by the Pledgor, the Pledgor/lessor has obtained long term rent in a lump-sum, or the Pledgor has already set up warrant, pledge
and other rights;


 


2) The behavior of
a third party resulted in the damage, lost, or devaluation of the pledge, and the Pledgor fails to address the damages under the
mortgage agreement;


 


3) The Pledgor’s
behavior will decrease the value of the pledge but refuses or fails to stop the action, restore its original situation or provide
any warrant upon Party A’s request;


 


4) Without any written
consent from Party A, the Pledgor gives, transfer, leases, repledges, transfer-pledges, moves the pledge, or addresses the pledge
in any other way or sets up other rights on the pledge;


 


5) The Pledgor addresses
the pledge with Party A’s consent, but fails to follow the Gold Pledge Agreement when handling the disposal price of the
pledge;


  


6) The pledge is
damaged, lost or its value is reduced which affects the repayment of the debt under the Contract, and the pledgor does not restore
its value promptly, or provides other warrants recognized by Party A;


 


7) Does not process
mandatory notary in accordance with this Contract and Gold Pledge Agreement;


 




     


     


    

 


8) Does not supplement
corresponding gold or cash in accordance with the warning line and closing line in accordance with Gold Pledge Agreement;


 


9) Other breach scenarios
under the Gold Pledge Agreement.


 


(3) If any following
circumstances happens to the Grantor that Party A believes may affect the guaranty ability of the Grantor and requires Grantor
to remove the adverse implication caused by it, but the Grantor and Party B do not cooperate, or Party B refuses to provide new
guaranty and/or other remedies approved by Party A, Party B is deemed to violate the contract :


 


1) At the time of
signing Guaranty Agreement, hides that he does not have the qualification or ability to take the guaranty responsibility, or hides
the foreign citizenship of the actual controller, or does not get the authorization and approval of the authorities;


 


2) Entity guarantor
suffers business halts, bankruptcy, dissolution, closure of business, cancellation of business license, revocation and business
loss and litigation, etc., natural person guarantor suffers death, loss, becoming person with limited or no civil liabilities,
deteriorating economic situation;


 


3) Guarantor fails
to exercise his rights to a third party so his guaranty ability is destroyed; these rights include but not limited to contract
credit, undue interest returning demand, repayment demand of management without cause, damage compensation demand, cancellation
right, liquidation request right, applying mandatory enforcement right, etc.


 


4) Activities of
Guarantor damage his guaranty ability; such abilities include but not limited to guarantor gives up credit, transfer his assets
for free or with unreasonable low price, setting warrant, pledge, deposit payment, being guarantor of other debts, etc.


 


5) Does not process
mandatory notary in accordance with this Contract and Guaranty Agreement;


 


6) Other breach scenarios
under the Guaranty Agreement.


  


11.2 Default Remedies


 


Party A is entitled
to take one or more of the following measures if and of the abovementioned defaults happen:


 


1) Stop issuing the
rest of the loan that has not been issued yet;


 




     


     


    

 


2) Announce the payment
is due immediately, collect in advance those loans issued, and require Party B to repay all the loan principals, interests and
other payments under the Contract;


 


3) Charge Party B
the liquidated damage which is 20% of the principal;


 


4) Exercise guarantee
rights;


 


5) Regarding other
projects between Party B, its Guarantor, their related parties and Party A (current or future, including but not limited to China
Minsheng Trust – Zhixin No. 439 Kingold Jewelry Loan Assembled Fund Trust Plan), declare the debt under such project is
due immediately, and address, exercise the pledge or other guaranty rights under such project, the balance after paying the debt
due under such project (if any) can be used to pay for the balance, interest and related payments under the Contract. The Gurantor
recognizes and agrees with this matter under Guaranty Agreement, and Guaranty Agreement prevails ;


 


6) Terminate the
Contract and other Contracts of Warranty (if needed);


 


7) Other measures
provided by regulations, regulatory provisions and the Contract.


 


11.3 Special Agreement


 


Within 5 days since
the Loan Trust is set up, if Party B fails to fulfill relevant borrowing obligations under this Contract without any reasons,
it shall pay Party A liquidated damages of 3,000,000 Yuan and Party A has the right to terminate this Contract unilaterally.


 


Article 12 Amendment and Termination
of Contract


 


Upon the effectiveness
of the Contract, any party shall not alter or terminate the Contract unilaterally unless the Contract provides otherwise. Any
amendments or alterations shall be agreed by both parties in a written agreement.


 


Article 13 Applicable Laws and Dispute
Resolutions


 


13.1 Both parties
shall solve disputes arising from the Contract or related to the Contract by negotiation or settlement. In case no settlement
can be reached through negotiation, the parties shall submit the dispute to the people’s court with jurisdiction in the
domicile of Party A. Unless otherwise specified in the judgment, the actual cost of the parties related to the suit (including
but not limited to court fees and reasonable attorneys' fees) shall be borne by the losing party.


 


13.2 The agreement,
interpretation, performance and dispute resolution under the Contract are subject to laws and regulations of People’s Republic
of China.


 




     


     


    

 


13.3 During the period
of dispute resolution, Party A and Party B shall still perform the terms without disputes under the Contract. No party could refuse
to perform any of its obligations under the Contract.


 


Article 14 Notarization of Compulsory
Execution


 


14.1 Party A and
Party B confirm that, within three days of execution of the Contract, both parties will transact compulsory notarization of the
Contract at Beijing Fangzheng Notary Office.


  


14.2 Party B hereby
commits that if it fails to fulfill or incompletely fulfills any of its obligations under the Contract, it is willing to receive
judiciary compulsory execution, without any judicial proceeding. Party A can directly apply for compulsory execution to people’s
court with jurisdiction according to Article 238 of Civil Procedure. Party B waives right of defense for such application.


 


14.3 Party A and
Party B confirm that both parties fully understand the meaning, content, procedure and effect of notarization of compulsory execution
proscribed by relevant laws, regulations and regulatory documents.


 


14.4 If Party B fails
to perform or inappropriately performs debt documents which has been notarized and have the compulsory execution effect, Party
A can apply for issuance of compulsory execution document to the notary office. Party B shall cooperate with the notary office
to complete the verification procedure. Party B commits to cooperate fully with the application by Party A (including but not
limited to the verification procedure with the completion of the notary office). If Party B fails to fulfill such obligation timely,
Party B hereby confirms: in the case of absence of Party B, after the notary, based on the notary application by Party A and its
internal procedure, completes the verification process, it deems to finish the verification process. Party B fully recognizes
its legal consequences.


 


14.5 This Article
has priority to the Article 13.1. Party B shall bear the expense arising from application of compulsory notarization.


 


Article 15 Notification and Delivery


 


15.1 All the notifications,
documents and materials sent or provided to each party because of execution of the Contract shall be delivered according to the
contact in the cover page. If the contact information of one party changes, it shall notify the other party in writing (fax or
express mail) within three workdays since the date of change. Otherwise, the notification from he party which does not change
the contact information to the other party by fax or express mail according to the contact information in this Contract is deemed
to be delivered.


 




     


     


    

 


15.2 Contact information
of both parties:


 


Party A: China Minsheng
Trust Co., Ltd.


Mailing Address:
18/F, Tower C, Fanhai City Plaza, No.198, Yuncai Road, Jianghan District, Wuhan


Zip Code: 430023


Contact Person: Li
You


Phone Number:


Fax Number: 010-85259080


Email:liyoui@msxt.com


 


Party B: Wuhan Kingold
Jewelry Co., Ltd.


Mailing Address:
Te 15, Huangpu Science & Technology Garden, Jiangan District


Zip Code:


Contact Person: Qiao
Hu


Phone Number: 13317109760


Fax Number: 027-65694977


Email: webmaster@kingold.com.cn


 


15.3 Notification
is deemed to be delivered to the other party on the following date:


 


(1) Personal delivery:
effectively delivered on the date when the designated person delivers it;


 


(2) Registered letter
service: the third day after the mailing day (postmark as the proof) ;


 


(3) Fax: when the
confirmation of successful delivery is created by the fax machine;


 


(4) Express mail
service: the second day after postmark date;


  


(5) Email: date stated
in the email system of successful delivery.


 


15.4 The contact
address filled in this agreement is deemed effective. Upon confirmation by both parties, the contact address filled in this agreement
would be the consignee address for judicial documents relate to this contract and the email address filled in this agreement would
be the inbox for electronic documents relate to this contract. Upon the judicial documents are sent to the address filled in this
contract, the documents would be deemed as delivered on the delivery date under Article 15.3.


 


Article 16 Supplementary Provisions


 


16.1 Any amendment
of the Contract as the attachment of the Contract has the equal legal effect with the Contract.


 


16.2 The Certificate
of Indebtedness under the Contract and other relevant documents confirmed by both parties are indivisible component of the Contract.


 




     


     


    

 


16.3 Party B has
read all the terms of this Contract. Per Party B’s requirements, Party A has explained the relevant provisions under this
Contract. Party B has acknowledged and fully understood on the meaning of the Contract terms and the corresponding legal consequences.


 


16.4 In the course
of performing this Contract, if Party A does not exercise or timely exercise any of its rights under this Contract, it shall not
be deemed to have waived such rights, and it does not affect the exercise of Party A’s other rights and fulfillment of Party
B’s obligations under this Contract. All waiver of rights shall be made in writing.


 


16.5 Representations
and Warranties in the Contract are set out separately and independently. Except as otherwise expressly agreed in this Contract
or the parties otherwise agreed in writing, they will not be restricted by other terms in the Contract that may contain contrary
meanings. If a provision of this Contract or any part of a provision becomes invalid at present or in the future, this invalid
provision or the invalid part of the terms of the Contract does not affect the other terms of the Contract or the validity of
other content in the term.


 


16.6 any violation
of these Representations and Warranties are treated as breach of Contract.


 


16.7 Both parties
shall ensure that the Contract is fully executed by conducting and signing any further actions, incidents, documents, so the expected
purpose of this Contract could be fully achieved.


 


16.8 The titles in
the Contract only serve as easy access to all the terms. Under no circumstances they shall be construed as an integral part of
this Contract, or as limitation of its terms of indication.


 


16.9 The Contract
is the complete document on the matters covered by it agreed by both parties. This Contract, together with any attachments to
this Contract constitutes the entire agreement between the parties of this Contract. If any previously signed letter of intent,
other legal documents or other written and oral agreements are inconsistent with this Contract, this Contract shall prevail.


 


16.10 The Contract
is effective on the day when it is signed and stamped by the legal representative or an authorized representative of each party
and shall terminate when all loan principals, interests, penalty interests, liquidated damages, damages compensation and all other
sums due (if any) are paid off.


 


16.11 All six copies
of the original Contract has the same legal effect; three copies are possessed by Party A and three copies are possessed by Party
B; the remaining copies are for handling enforcement of notarization, pledge registration procedures, etc.


 


Both parties have
read all terms of the Contract and have completely understood the meaning of Contract terms and corresponding legal consequences.
No party shall challenge any terms under the Contract on the any basis such as material misunderstanding or unconscionability.


 




     


     


    

 


(Signature page follows)


 


(This is the signature
page of Trust Loan Contract of No. 2016-MSJH-103-2 and has no content of contract)


 


	Party
    A:	/s/
    China Minsheng Trust Co., Ltd.	 


Legal Representative/Authorized
Representative:


 


	Party
    B: 	/s/
    Kingold Jewelry Co., Ltd.	 


Legal Representative/Authorized
Representative:


  


Contract signed on:


Contract signed in:
Dongcheng District of Beijing City