Exhibit 10.35


 


	Trust
    Loan Contract


 


Contract
No.: SCXT2016(DXD)Zi. No.167-2


 


Trust Loan Contract


 


Sichuan Trust Co., Ltd.


 


____Month of 2016


 




     


     


    

 





	Trust
    Loan Contract




 


Contents


 


	1	Definition
    and Explanation	2
	 	 	 
	2	Trust loans	8
	 	 	 
	3	Precedent condition
    of disbursement	9
	 	 	 
	4	Disbursement
    of loans	11
	 	 	 
	5	The usage of
    trust loan	12
	 	 	 
	6	Interest	13
	 	 	 
	7	Repayment	16
	 	 	 
	8	Loan Guarantee	17
	 	 	 
	9	Payment	21
	 	 	 
	10	Capital Regulation	22
	 	 	 
	11	Representations
    and Warranties matters	23
	 	 	 
	12	The Agreed Items	27
	 	 	 
	13	Events of default	31
	 	 	 
	14	Liabilities for
    default	35
	 	 	 
	15	Special stipulations	37
	 	 	 
	16	Supplement, Modification
    and Transfer of the contract	38
	 	 	 
	17	Notices	38
	 	 	 
	18	Grace and Partial
    invalidity	40
	 	 	 
	19	Other matters	41




 




     


     


    

 


	Trust
    Loan Contract




 


This Contract of Trust Loans numbered SCXT2016(DXD)Zi.
No.167-2 is concluded of and between the following two parties in Chengdu in ___year ___month:


 


Lender: Sichuan Trust Co., Ltd.


Legal Representative: MouYue


Address:No.18,
Second section of South Renmin Avenue, Jinjiang District,Chengdu


Agent: Zhu Pan


Tel: 0571-85238957


Fax: 0571-85238957


Postcode: 610016


 


Borrower: Wuhan Kingold Jewelry Co.,
Ltd.


Legal Representative: JiaZhihong


Address:
Special No. 15 of Huangpu Science and Technology Park, Jiang’an District, Wuhan City


Contact
Address: Special No. 15 of Zhongshan Western Huangpu Science and Technology Park, Jiang’an District


 


Agent:


Fax: 027-65694977


Tel: 027-65694977


Postcode: 430023


 


The parties involved above is separately
referred to as “one party” and collectively known as “both parties”.


 


WHEREAS:


		(1)	The lender, as the
                                         trustee of “Chuanxin-Kingold No.1 Single Trust” ( hereinafter referred to
                                         as “this trust” or “the trust”), in accordance with the agreement
                                         in Chuanxin-Kingold No.1 Single Trust Contract, numbered 【SCXT2016(DXD)Zi.
                                         No.167-1】, planned
                                         to make loans which are delivered by the consignor for the borrower as the RMB trust
                                         loan, which shall be used by the borrower to purchase raw materials.



 




     


     


    

 


	Trust
    Loan Contract


 


		(2)	The borrower is a
                                         company limited by shares with valid existence established in accordance with the laws
                                         of the People's Republic of China. Due to the need of manufacture and operation, the
                                         borrower applies to the lender for loans no more than 1 billion Yuan (Capital: One Billion
                                         Yuan Only);



 


		(3)	According to the
                                         stipulation of Trust Contract, the lender agrees to offer trust loans for the borrower;



 


		(4)	At the time of signing
                                         the contract, the borrower has been aware of and recognized that the loan funds under
                                         this contract are from the trust funds which the lender is trusted to manage. Except
                                         for opposite provisions, the loans under this contract referred to “trust loans”.



 


Hereby, according to the current law of the
People's Republic of China and on the basis of fairness principle, the borrower and the lender reach an agreement and conclude
this contract to comply with.


 


		1	Definition and Explanation



 


In the contract, except that there
are other explanations or implications in the context, the following words and phrases bear the following meanings:


 


		1.1	The
                                         borrower/ Wuhan Kingold Jewelry Company: refers to Wuhan Kingold Jewelry Co., Ltd.
                                         and its legal successor.



 


		1.2	The
                                         lender/ Sichuan Trust: refers to Sichuan Trust Co., Ltd. and its legal successor.



 


		1.3	Both
                                         parties: refers to the borrower and the lender.



 




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	Trust
    Loan Contract


 


		1.4	Consignor:
                                         Zhangjiakou Bank Corporation



 


		1.5	This
                                         contract: refers to the loan contract signed between the borrower and the lender
                                         as well as its enclosures and any valid change or supplementary agreement of it.



 


		1.6	Contract
                                         of Guaranty: refers to the contract of guaranty signed between the borrower
                                         and the guarantor numbered SCXT2016(DXD)Zi. No.167-2 and the attachment as well as any
                                         valid change or supplementary agreement of it.



 


		1.7	Pledge
                                         contract of Gold: refers to the Pledge contract of gold signed between the borrower
                                         and the guarantor numbered SCXT2016(DXD)Zi. No.167-4 as well as its enclosures (include
                                         but not limited to the pledged property listing) together with any valid change or supplementary
                                         agreement of it.



 


		1.8	Insurance
                                         Contract: refers to the insurance contract and the insurance policy (property insurance)
                                         together with any of its valid change or supplementary agreement, signed between the
                                         borrower and the PICC Property and Casualty Company Limited (hereinafter referred to
                                         as PICC P&C) on pledge gold, with the lender as the only beneficiary. The term of
                                         the insurance contract (including renewed term) shall cover the whole pledge term.



 


		1.9	Security
                                         file: the contract of guaranty and the pledge contract of gold under this contract
                                         are jointly called security file.



 


		1.10	Pledgor:
                                         the pledgor and borrower under this contract is the same person, namely Wuhan Kingold
                                         Jewelry Co., Ltd. and its legal successor.



 


		1.11	Guarantor:
                                         refers to Mr. JiaZhihong, the real controller of the loan.



 




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	Trust
    Loan Contract


 


		1.12	Guarantor:
                                         the pledger and the warrantor under this contract are collectively called as the guarantor.



 


		1.13	Standard
                                         gold: refers to the AU9999 Standard Gold purchased from Shanghai Gold Exchange whose
                                         purity is 99.99%.



 


		1.14	Pledge
                                         gold: refers to the standard gold which the borrower owns legally and can be pledged
                                         legally, is obtained from the warehouse of Shanghai Gold Exchange according to relevant
                                         regulations and procedures, and is promised to pledge to the lender in accord with this
                                         contract and the pledge contract of gold.



 


		1.15	Gold
                                         price: Refers to the closing price of this contract at 15:30 of the Shanghai Gold
                                         Exchange Standard Gold, or closing price of this contract at 2:30 in the morning of Shanghai
                                         Gold Exchange Standard Gold if there are night market according to Shanghai Gold Exchange
                                         Au(T+D) contract, unless there is special agreement in this Contract.



 


		1.16	Base
                                         price of gold pledge/ pledge price: The pledge price of pledge gold takes the lower
                                         price between Shanghai Gold Exchange AU(T+D) contract 30-day average of the previous
                                         session and the closing price at 15:30 of the previous session.



 


		1.17	Pledge
                                         Date: refers to the day when each batch of pledge gold is stocked in the pledged
                                         property safe box rented by the borrower.



 


		1.18	Trust
                                         loan: refers to the loans that the lender offers to the borrower according to this
                                         contract and trust funds under the trust plan it is trusted to manage. Except for additional
                                         reference, the “loan” in this contract has the same meaning as trust loan.



 


		1.19	Loan
                                         period: refers to the loan period stipulated in the article 2.1 in this contract.



 


		1.20	Repayment:
                                         refers to the repayment of any principal amount and interest of the trust loan stipulated
                                         in this contract.



 




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	Trust
    Loan Contract


 


		1.21	Value
                                         date for interest: refers to the day when the lender offers each loan funds to the
                                         borrower’s special loan account. In regard to the specific date, the date on the
                                         withdrawal application for the loan shall prevail (format of withdrawal application for
                                         a loan see appendix 1). Conditions such as article 6.2.5 in this contract happens, the
                                         value date for interest of each trust loan corresponds to the effective date of the trust
                                         beneficial right of each trust loan (specific date subject to the lender’s date
                                         of announcement).



 


Expiry date for interest:
refers to the accounting date of the interest of each trust loan, namely,(i) during the existence period of trust plan, every
three month calculated from corresponding value date for interest of each trust loan; (ii) the expiry date of each trust loan
or all trust loans (including advances to the expiry date).


 


		1.22	Interest
                                         payment date: refers to (i) article 1.20 in this contract (i) any day within the
                                         first five working days of each expiry date for interest under each fund; (ii) article
                                         1.20 in this contract (ii) the expiry date for interest under funds. Any interest payment
                                         date which is not a working day, shall be extended to the next succeeding working day.



 


		1.23	Trust
                                         plan/ this trust plan: refers to “Chuanxin-Kingold No.1 Single Trust”,
                                         subject to the name regulators approve.



 


		1.24	Precedent
                                         conditions for lending: refers to the premise condition for lender to offer loans
                                         to the RMB loan account of the borrower according to article 3 in this contract.



 




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	Trust
    Loan Contract


 


		1.25	Accrued
                                         fees: refers to all expenses that the borrower shall pay to the lender including
                                         but not limited to all principal amount of the trust loans under this contract (no more
                                         than 1 billion Yuan), interest, liquidated damages produced when the borrower violates
                                         this contract, overdue interest, penalty interest, damage awards, compound interest,
                                         related expenses paid in advance by the lender, etc. as well as all reasonable fees for
                                         the lender to realize the creditor’s rights. There into, all reasonable fees for
                                         the lender to realize the creditor’s rights include but not limited to the following
                                         fees: legal fare, arbitration fee, property preservation fee, execution fee, valuation
                                         fee, auction fee, fees related to exercising security right, transaction handling fee,
                                         agent fee, registration fee, appraisal fee, safekeeping fee, insurance premium, notice
                                         fee, enquiry fee, attorney fees, notary fees, delivery fee, travel expense, communication
                                         fee, and all kinds of taxes and other related expense as well as the responsibility of
                                         invalid contract that the borrower shall bear as the contract stipulates.



 


		1.26	All
                                         payment liabilities: refers to the liability that the borrower shall pay all the
                                         accrued fees to the lender according this contract.



 


		1.27	Default
                                         events: refers to any default event stipulated in article 14.1 in this contract.



 


		1.28	The
                                         expiration or the mature: refers to the following situations: (1) the expiration
                                         of payment date for principle amount and interest of any trust loan stipulated in this
                                         contract; (2) Partial or overall advance of expiration of any trust loan announced by
                                         the lender.



 


		1.29	Remainder
                                         days/ existing days: days accumulated from the disbursement date of any trust loan
                                         to the payment date of all principal amounts and interest of any trust loan.



 




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	Trust
    Loan Contract


 


		1.30	In
                                         this contract when it mentions Business day/ Working day: it shall be explained
                                         as any day on which the lender is open to conduct business except for legal holidays.
                                         Year: refers to every calendar year. Month: refers to every calendar month.
                                         Quarter: refers to every nature quarter.



 


		1.31	Assurance
                                         fund: According to the Regulations and relevant regulations of supervision
                                         department, the borrower shall subscribe Chinese Trust Fund according to one percent
                                         of the principal amount of the trust loans as the obligation subscriber.



 


		1.32	Assurance
                                         fund company: refers to the Chinese Security Trust Fund Co., Ltd established according
                                         to the Regulations as well as other companies which inherent its legal obligations.



 


		1.33	The
                                         Regulations: refers to Trust Industry Security Fund Management Regulation
                                         as well as relevant regulations revised, supplemented and replaced by supervision department.



 


		1.34	Supervision
                                         department: refers to China Banking Regulatory Commission as well as other government
                                         departments which bear the same obligations of supervision.



 


		1.35	Yuan:
                                         refers to the legal currency unit of People's Republic of China, RMB, Yuan.



 


		1.36	Laws:
                                         the laws under this contract refer to laws, administrative regulations, department rules
                                         as well as local laws and regulations and policies with legal binding. Except for additional
                                         stipulations in laws and regulations or requirements in context, whenever this contract
                                         mentions any article of “laws”, it shall be explained as the effective law
                                         text timely revised or newest publicized.



 


		1.37	Subject:
                                         the subjects of any article and enclosure under this contract are made for convenience
                                         and only for reference, which shall never be considered as the explanation of that article
                                         or enclosure.



 




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	Trust
    Loan Contract


 


		2	Trust loans



 


		2.1	Amount
                                         and term of trust loans



 


		2.1.1	The
                                         trust loans under this contract are RMB loans. The principal amount of loans is no more
                                         than 1 billion Yuan (capital: one billion Yuan only). The trust loans are disbursed separately,The
                                         specific disbursement of each loan shall be determined on the basis of the borrower’s
                                         capital needs and the condition of capital use. The specific amount of each loan is subject
                                         to the real amount disbursed (specifically subject to the withdrawal application for
                                         the loan).



 


		2.1.2	The
                                         total term of loans under this contract is 24 months, calculating from the first day
                                         when the first sum of trust loan fund is disbursed to the borrower’s special loan
                                         account(specifically subject to the withdrawal application for the loan). It is expected
                                         to be from 2016 to 2018 (specifically subject to the withdrawal application for the loan).
                                         If the condition agreed in article 6.2.5 occurs, the term of trust loans shall be calculated
                                         from the setup of the trust plan.



 


		2.1.3	Except
                                         for additional agreement, when the starting day of the term of trust loans does not comply
                                         with the actual disbursement day under this contract, the actual disbursement day shall
                                         prevail. Besides, the expiry date of loans agreed in article 2.1.2 in this contract shall
                                         also be adjusted accordingly.



 


		(1)	The lender is
                                         entitled to issue loans by stages. The limit of each stage is 24 months or no more than
                                         24 months, and the expiry date of last stage loan should be before the expiry date for
                                         the total amount.



 


Despite the agreements above, anything
occurs as what is agreed in article 6.2.5 in this contract, the term of each trust loan shall be calculated from the effective
date of each trust benefits conforming to each trust loan fund. (specifically subject to the announcement date of the lender)


 




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	Trust
    Loan Contract


 


		2.1.4	If
                                         any agreed condition in this contract occurs, the lender is entitled to announce the
                                         acceleration of maturity for partial or whole loans.



 


		2.2	The
                                         Expansion of Term



 


		2.2.1	The
                                         term of the trust loans under this contract shall not be expanded.



 


		2.3	Payment
                                         in advance



 


When
the term of each loan expires 12 month, the borrower can pay back the total sum of the trust loan with written application a month
in advance and written approval of the lender. The borrower shall pay back the total loans and the interest of the lender as is
stipulated in article 2.3.1 in this contract, then the loans all end in advance.


 


Once
the application for payment in advance is submitted, it is irrevocable. When such application is approved by the lender in written
form, the borrower shall pay back the total loans one for all to the specific account of the lender on the advanced date which
the lender approves to become the payment date. After the lender receives the payments, the corresponding loans all end in advance.
The trust loan interest shall be calculated according to the actual loan days, with repayment of principal with interest.


 


		3	Precedent condition
                                         of disbursement



 


		3.1	Unless
                                         all the precedent conditions stipulated in this contract are all met or given up by the
                                         lender in written form, the lender has no obligation to disburse any loan under this
                                         contract to the borrower.



 




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	Trust
    Loan Contract


 


		3.2	After
                                         the lender meets all of the following precedent conditions, trust loans shall be disbursed
                                         to the borrower according to the ways stipulated in this contract. The loan amount shall
                                         not surpass 【the
                                         gold amount confirmed by both the consignor and PICC Property & Casualty×
                                         the base price of gold pledge ×75%】



 


		3.2.1	This
                                         trust plan is set up, and the consignor has disbursed fund for trust loan to the special
                                         account for trust fund.



 


		3.2.2	This
                                         Contract, Gold Pledge Contract, the Contract of Guaranty, Safe Deposit Box Rental Agreement,Funds
                                         Trusteeship Agreement, Financial Advisory Agreement, Gold Purchase Contract, Authorization
                                         Letter from the borrower to the lender and Insurance Contract all have been duly signed
                                         and notarized. There into, This Contract, Gold Pledge Contract, the Contract of Guaranty
                                         are under compulsory executive notarization.



 


		3.2.3	The
                                         competent authority of the borrower has provided resolution on agreement on borrowing
                                         money and providing gold as pledge.



 


		3.2.4	Before
                                         the issue of the trust loans, the borrower has provided all the pledged gold as the pledge
                                         guarantee which is calculated by the loan-to-value ratio to the lender and has met the
                                         following demands: (i) to have deposited the pledge gold into the safe of Wuhan branch
                                         of the Industrial Bank or other safes rent by the lender in other banks (hereinafter
                                         referred to as pledge safe) (the password of the pledge safe and one of the keys are
                                         kept by the lender, and the other by PICC P&C), and before depositing the pledge
                                         gold into the safe, the related insurance is bound to be bought for the pledge gold according
                                         to the contract. (ii) the related procedures have been gone through in the Jiang’an
                                         branch of Wuhan Finance Bureau and the lender has gotten the Certificate of Registration
                                         of Chattel Mortgage.



 




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	Trust
    Loan Contract


 


		3.2.5	The
                                         consignor has provided written confirmation on the completion of in stock pledge gold;
                                         the consignor has provided insurance policy on the completion of pledge gold insurance;
                                         the consignor has provided written confirmation on the completion of registration of
                                         gold pledge in Unified Registration System for Real Estate Financing in Credit Center
                                         of People’s Bank of China,; the consignor has provided agreement on the disbursement.



 


		3.2.6	The
                                         subscription money for the trust insurance fun is paid off.



 


		3.2.7	Legal
                                         opinion on this trust is acquired.



 


		3.2.8	Other conditions
                                         reasonably required by the lender.



 


		4	Disbursement of loans



 


		4.1	According to articles
                                         in this contract, the lender is supposed to grant the loans to the loan account of the
                                         borrower who has been confirmed to be in accord with the credit terms.



 


		4.2	If confirmed by the
                                         borrower, the lender is entitled to grant the credit loans on installments according
                                         to the capital arrangements, the actual fund raising situation, control standard, the
                                         borrower’s capital needs as well as fund position in the trust investment plan.
                                         The lender is also entitled to decide the amount of the trust loans and the day of granting
                                         the trust loans unilaterally. Meanwhile, the lender is entitled to reduce the trust loans
                                         or even refuse to grant part or all of the trust loans based on the management situation
                                         and bail payment of the borrower. The lender is not considered to have broken the contract
                                         in the above situations; therefore, the borrower cannot require the lender to shoulder
                                         the responsibility.



 




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    Loan Contract


 


		4.3	Regardless of the
                                         above initiating loan prerequisites, the lender is entitled to initiate the loan ahead
                                         of the time when all the prerequisites have not been fully met; if the lender initiate
                                         the loans ahead of time, it neither means that the lender gives up the obligations in
                                         the contract nor the security does not fully or partially carries out the obligation
                                         and the security document of the contract. The lender is entitled to raise a plea, pursue
                                         legal actions and take a legal action against the borrower and the security at any time
                                         if they do not carry out or fully carry out the obligations in the contract as well as
                                         in the security document.



 


		5	The usage of trust
                                         loan



 


		5.1	The borrower shall
                                         use the trust loans under this contract to supplement circulating funds and purchase
                                         raw materials of AU9999 Standard Gold.



 


		5.2	The trust loans in
                                         the contract cannot be embezzled by the borrower. The borrower is supposed to promise
                                         that the trust loans shall be used according to the contract, which does not cover the
                                         overseas investment, stock investment, the real estate investment as well as steel trade.
                                         The investment of the trust loans cannot break the laws, legislations and cannot be invested
                                         in all the projects that the government prohibits and the government has not confirmed.
                                         The trust loans cannot be applied to the project that the trust loans have not been included.



 


		5.3	The lender is entitled
                                         to ask the borrower to issue the related documents and information according to the laws
                                         and the stipulation issued by regulatory authorities, which include but not limited to
                                         the contract/agreement, invoice/receipt, voucher, gold purchase certificate of Shanghai
                                         Gold Exchange and warehouse warrant of gold. The borrower shall grantee that the provided
                                         material should be real, correct, complete and effective so that the lender can supervise
                                         and verify the usage condition of the trust loans in the contract.



 




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	Trust
    Loan Contract


 


		6	Interest



 


		6.1	Trust loan
                                         interest rate



 


The
trust loan interest rate under this contract is annual interest rate 8.46%.


 


The
trust loan interest rate under this contract is fixed, within the validity of the contract, trust loan interest rate shall not
be adjusted.


 


		6.2	Interest
                                         calculation



 


		6.2.1	The trust loan
                                         interest under this contract is calculated by day, day interest rate



 


		6.2.2	The interest of
                                         each trust loans under this contract is calculated from their Respective value date for
                                         interest..



 


		6.2.3	Each loan interest
                                         under this contract is calculated separately. The interest corresponding to each loan
                                         is calculated from its corresponding value date for interest. And the interest is calculated
                                         and collected according to the actual working days of the trust loan fund.



 


		6.2.4	The calculating
                                         formula of interest each day is: interest each day = principal balance of this day's
                                         trust loan*day interest rate.



 




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    Loan Contract


 


		6.2.5	If any sum of trust
                                         loan is failed to be paid to the Borrower on corresponding effective day of trust beneficiary
                                         right not due to the Lender (includes but no limited to that the Lender fails to realize
                                         loan prerequisite agreed in Article 3.2 of this Contract), the Borrower agrees to calculate
                                         corresponding anticipated interest losses during trust fund is not paid as scheduled
                                         according to loan rate agreed in this Contract and compensate the borrower. Base on this,
                                         both parties agree that in above-mentioned case both parties acknowledge the value date
                                         for interest of every sum of trust loan is the effective day of corresponding trust beneficiary
                                         right (subject to the day announced by the Loan).



 


		6.3	Payment
                                         of interest



 


Unless otherwise
agreed in the contract, if the trust loan granting date is between January 1st to July 30st and December 21st to November 31st
in some year, then during trust loan duration, the borrower should pay the payable interest of various trust loans under this
contract according to the following arrangement and should pay unpaid trust loan principals and remaining interest to the lender
on the due date of various trust loans or on the due date of all trust loans(including advanced due date). The details are as
follows:


 


		6.3.1	Within five days
                                         after each trust loan is issued and within five days after the loan is disbursed for
                                         one year, the interest amount the borrower should pay to the lender=the principal of
                                         this term of loan*1.21%



 


		6.3.2	Within five days
                                         before the first day after each trust loan is issued, the interest amount the borrower
                                         should pay to the lender=the principal amount of the trust loan*7.25%*duration date from
                                         interest-calculating date(including) to the interest-settling date(excluding) of the
                                         trust loan/360.



 


		6.3.3	Despite the interest
                                         date stipulated in above articles in the trust loan duration, in the interest date of
                                         each trust loan, the interest amount the borrower should pay to the lender==the rest
                                         principal amount of this term trust loan*7.25%*duration date from interest-calculating
                                         date(including) to the interest-settling date(excluding) of the trust loan/360.



 




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		6.3.4	If the lender pays
                                         back part of the trust loan in advanced due date in accordance with article 2.3 in this
                                         contract, the payment amount of advanced due date=the planned payment in advanced due
                                         date of principal amount of this term trust loan*(1+7.25%* duration date from interest-calculating
                                         date (including) to the advanced due date of payment (excluding) of the trust loan/360.)
                                         – the interest that the borrower paid on the principle amount of advanced due date
                                         of this trust loan.



 


		6.3.5	On the due date
                                         of each trust loan(including advanced due date), the borrower should pay remaining interest
                                         and outstanding principals of all trust loans to the lender, paying amount =∑ principal
                                         amount of each trust loans*(1+7.25%*duration date of each trust loans/360)- interest
                                         of this term of trust loan already paid by the borrower- principal of this term of trust
                                         loan already paid by the borrower.



 


		6.3.6	On the due date
                                         of all trust loans(including advanced due date), the borrower should pay remaining interest
                                         and outstanding principals of all trust loans to the lender, paying amount =∑ principal
                                         amount of each trust loans*(1+7.25%*duration date of each trust loans/360)- interest
                                         already paid by the borrower- principal already paid by the borrower.



 


		6.3.7	In any circumstances
                                         (including but not limited to that the borrower paid the interest in advanced due date
                                         while the loan finished in advance), the lender will not return the interest paid by
                                         the borrower.



 


		6.4	Overdue
                                         interest



 


If the borrower
doesn't pay the principal and interest of the loan according to the contrast, then during the loan's overdue period, besides continuing
calculating and collecting loan interest according to the Article 6.3, the lender has the right to collect overdue loan interest
during overdue period. The overdue loan interest is calculated and collected everyday automatically according to one in a thousand
of the remaining of the loan principal from its overdue date


 




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		7	Repayment



 


		7.1	The lender should
                                         repay eatch batch of trust loan principal and/or interest to the account specified by
                                         the lender according to the contract. Unless otherwise agreed in the contract, the date
                                         which the trust loan principal or interest arrive at the designated account is the actual
                                         repayment date.



 


		7.2	The trust loan principal
                                         and interest repaid by the borrower should be remitted to the following account specified
                                         by the lender:



 


Account
name: Sichuan Trust Co., Ltd.


Deposit
bank:


Account
number:


 


If
the lender adjusts the above repayment account, the repayment account should be subject to Paying Notice sent by the lender.


 


		7.3	The money repaying
                                         the trust loan comes from the sales income of the borrower, cash flow produced through
                                         processing Standard Gold of which purity is 99.99% into cash or other capital which can
                                         be used to repay the loan.



 


		7.4	Protection fund



 


In accordance
with the stipulations in Managing Methods in Trust Protection Fund( China banking no.[2014]50, hereinafter referred to
as “method”) and Notice on the Detailed Items of Trust Insurance Funding and Management and etc. (China
banking no. (2015) 32, hereinafter referred to as “Notice”),
after amicable negotiation, an agreement is reached by both parties that the borrower should fund
and delegate the lender to subscribe for the China Trust Protection Fund (hereinafter referred to as “Protection Fund”),
and the subscription will be 1% of the total amount of the trust under the trust funding plan


 


The subscription
will be conducted in this way:


 




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		(1)	when the lender pays
                                         each loan, 1% of the payment will be paid to the special account for protection fund(hereinafter
                                         referred to as “protection fund account”) as subscription for the borrower,
                                         and this subscription will be counted as part of the principal loan.



 


		(2)	After
                                         the borrower fund and delegate the lender to subscribe for the protection fund account,
                                         the corresponding rights and risks to the subscribed protection fund will be enjoyed
                                         and undertaken by the borrower; after the lender is paid the principal and return corresponding
                                         to the subscribed protection fund by the protection fund firm, the lender will give the
                                         actual payment from the protection fund to the borrower, and the lender will not undertake
                                         payment on account.



 


The revenue distribution
and calculation of protection fund is subject to the provisions and stipulations of method, notice, relevant laws and regulatory
department.


 


		(3)	The items that are
                                         not involved in the agreement on protection fund subscription are subject to the provisions
                                         and stipulations of method, notice, relevant laws and regulatory department. If the agreements
                                         are not complied with the above provisions and stipulations since there are of newly
                                         issued or changed provisions and stipulations, the matters concerned the protection fund
                                         subscription will be conducted in accordance with the adjusted laws or provisions.



 


		8	Loan Guarantee



 


		8.1	The
                                         borrower’s payment obligations for principal and interests of all trust loans as
                                         well as other payables (including but not limited to payment obligations for overdue
                                         interests, default interests, liquidated damages, damage awards, all expenses incurred
                                         for the Lender’s credit realization, and payables by all other borrowers), shall
                                         be guaranteed by the borrower with its legally owned and pledged standard gold, with
                                         the Guarantor offering personal joint liability guaranty. In case the borrower fails
                                         to fulfill or incompletely fulfill principal and interest payment obligations for any
                                         trust loan hereunder or part or all of payment obligations for other payables, or in
                                         case of other default circumstances under this Contract or Gold Pledge Contract,
                                         the Lender shall be entitled to implement the right of pledge for all gold pledged it
                                         will occupy on the occasion, and request the guarantor to bear joint liability guaranty.



 




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		8.2	The
                                         Company is required to pledge of Au9999 gold as collateral to secure this loan



 


		8.2.1	The borrower shall properly sign
                                         Gold Pledge Contract with the Lender and provide pledged gold in relevant sum
                                         calculated according to pledge rate of such loans as pledge guarantee, and store such
                                         pledged gold into hostage safe box; the specific amount of pledged gold in all batches
                                         shall be subject to Hostage List attached to Gold Pledge Contract (the
                                         quality and quantity of pledged gold are subject to the common verification of the consignor
                                         and PICC Property & Casualty). All hostage lists serve as an integral part of this
                                         Contract with the same legal force. The Lender shall release corresponding trust loans
                                         upon registration of pledge for gold in each batch in accordance with Withdrawal Application;
                                         any batch of pledged gold shall be guaranteed with all payment obligations hereunder.



 


		8.2.2	The amount of each loan. The value
                                         of pledge shall be determined by the lower price between the 30-day average of Shanghai
                                         Gold Exchange AU(T+D) and the Gold Price at 15:30 of the Pledge Gold on previous transaction
                                         day of Pledge Day, and is subject to the pledge rate under 75%.



 


For the convenience to calculate
the amount of pledge gold, the pledge rate of each loan is calculated separately. The pledge rate is=the rest principal of this
trust loan/( the lower price between the 30-day average of Shanghai Gold Exchange AU(T+D) and the Gold Price at 15:30 of the Pledge
Gold on previous transaction day of Pledge Day,)


 


		8.2.3	The borrower shall properly sign
                                         Insurance Contract with PICC regarding pledged gold upon signature of this Contract
                                         and handle notarial acts, and purchase property insurance from PICC with the borrower
                                         as sole beneficiary for quality, purity, weight and risks on damages, loss, robbery of
                                         pledged gold in related batch (including those added) during the pledge period prior
                                         to delivery of any batch of pledged gold to hostage safe box (i.e. prior to the Lender’s
                                         release of any loan by this Contract), or prior to provision of adding pledged gold to
                                         the Lender by this Contract; the amount of insurance claims = the lower price between
                                         the 30-day average of Shanghai Gold Exchange AU(T+D) and the Gold Price at 15:30 of the
                                         Pledge Gold on previous transaction day of Pledge Day * 85% of weight of this pledged
                                         gold. The insurance period of any batch of pledged gold is one year (inclusive) from
                                         its pledge day, the Lender needs to renew the insurance 1 month before expiry of its
                                         insurance period, which shall be no less than 1 year, and the relevant original copy
                                         of insurance policy is to be kept by the consignor, or the borrower is considered as
                                         default, then the lender is entitled to request the borrower to pay off the principal
                                         and interest of the trust and other payables in advanced due date and take corresponding
                                         responsibilities.



 




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		8.3	Marking to Market



The basis of calculation of separate
precautions line, the open line and each precaution line of this trust stand the same, namely, the precaution line is 1.2 times
of the pledge price;and the circulation basis of each open line, namely, the open line is 1.173 times of the pledge price. And
in this trust, the lender should take the responsibility to mark the market, and the price is adopted as following:the closing
price of this contract at 15:30 in the previous trading day afternoon of the Shanghai Gold Exchange Standard Gold if there is
no night market, or closing price of this contract at 2:30 on this trading day morning of Shanghai Gold Exchange Standard Gold
if there is night market.


 


		8.3.1	Precaution operations



The lender has the obligation to
cover to the borrower on the decrease of pledge gold price by providing corresponding cash (hereinafter referred to as “additional
margin”). If the gold price falls down below (include) the precaution line, then the lender should inform the borrower immediately
by call, fax, or message to cover with additional margin. The borrower should deposit the additional margin to the trust account
before 10:30 of this trading day, until the total amount of pledge value and the additional cash deposit is 1.2 times of the pledge
price. If it continues to be below the precaution line, the lender will not note. The borrower should keep in contact. If the
lender is unable to timely contact with the borrower for the phone is out of service, or nobody answers, the relevant consequence
will be taken by the borrower.


 




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		8.3.2	Close
                                         position



If the gold price falls down under
(include) the open line of any loan, the borrower should deposit additional margin to the trust account before 10:30 in the morning
of this trading day until the total amount of pledge value mentioned above and the additional cash deposit is 1.173 times the
pledge price, or the lender will inform the consigner and begin the process of pledge disposal in accordance with the consigner’s
order.


 


The borrower confirms that any batch
of the pledge gold under this contract is the guarantee for the entire obligation to pay.


 


		8.3.3	If
                                         the borrower refuses or failed to deposit the payable additional margin timely as the
                                         contract requires, the lender has the right to claim that all the trust loan under the
                                         main contract is early due, and all the interest of the loan should be early repaid,
                                         and requires the borrower to immediately perform all the payment obligation under the
                                         main contract, meanwhile lender is entitled to exercise mortgage to all the pledge gold
                                         and use funds gained from realizing hostage to pay off all unpaid payable amounts of
                                         the borrower under the Main Contracts for priority. If the fund is not sufficient to
                                         pay off the items above, then the borrower directly pay lender the rest.



 


If any circumstances
mentioned above, namely pledge preservation delay, not timely or not sufficient additional margin occurs to the pledge gold of
any loan, the lender is entitled to claim that the entire loan under the main contract is early due and exercise mortgage to all
the pledge gold, and has the priority to use funds gained from realizing hostage for compensation.


 




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		8.3.4	The
                                         additional margin paid by the borrower shall be paid into following bank account of the
                                         Lender:



 


Account
Name: Sichuan Trust Co., Ltd.


Opening
Bank:


Account
No.:


 


If
the above-mentioned bank account is needed to be changed, the Lender shall notify the borrower in written 5 working days in advance.


 


		8.3.5	If
                                         the borrower completes all the gold pledge, insurance obligations and corresponding complements
                                         and call margin obligations according to the agreements of this Contract, after the principal
                                         and interest of any sum of loan has been fully paid and the borrower has performed all
                                         the payment obligations corresponded to the loan, the Lender is entitled to decide release
                                         the pledge of corresponding gold provided by the borrower in advance, however, the pledge
                                         rate of this loan shall be below 75% (included) after discharging the gold.



 


		8.4	Warranty



Mr. Jia Zhihong, the actual control
of the Borrower, provides irrepealable joint liability guarantee for all payment obligations under this Contract.


 


		9	Payment



 


		9.1	The
                                         lender and the borrower shall pay relevant taxes and fees in accordance with the provisions
                                         of the law in China.



 


		9.2	Trust
                                         loans cost involved under this contract including but not limited to notary fees, legal
                                         fees, audit fees, rent, insurance fee, registration fee, enquiry fee and service fee
                                         shall be bear and paid by the borrower.



 




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		9.3	The
                                         borrower under this contract shall pay all the money that should be paid in full and
                                         should not be attached to any claim or limit and shall not have any nature of tax deduction
                                         or withholding under this contract.



 


		9.4	When
                                         the borrower pay a certain sum of accounts payable to the lender according to the provisions
                                         of this contract (including but not limited to breach of contract, damage awards, penalty
                                         interest, interest, principal), if the day of accounts payable is not the day of the
                                         working day of the lender, it will postpone to the next succeeding working day. Trust
                                         loan principal and interest will continue to calculate the interest during expansion
                                         period in accordance with this contract.



 


		9.5	When
                                         the borrower pay a certain sum of accounts payable to the lender according to the provisions
                                         of this contract (including but not limited to breach of contract, damage awards, penalty
                                         interest, interest, principal), the borrower should pay to the account designated by
                                         the lender in the day of the cash payment and send a copy of the payment voucher copy
                                         or the copies of the seal of the unit to the lender on the same day.



 


		9.6	When
                                         the borrower’s repay money is not enough to pay off all the due payable amount
                                         under this contract (including but not limited to the trust loan principal, interest,
                                         default interest, liquidated damages, damages, the cost of the creditor's rights, etc.),
                                         the lender shall have the right to use the money to return the other payables (including
                                         the cost of the creditor's rights, penalty interest, damages, liquidated damages, etc.),
                                         interest and principal and etc. in order.



 


		10	Capital Regulation



 


		10.1	In
                                         order to ensure the trust loans under this contract on the use of the funds in accordance
                                         with the contract is applied, the borrower shall open a loan account by the lender in
                                         the designated bank according to the requirements.



 




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		10.1.1	Trust
                                         Loans Special Account for Capital Regulation



Account name: Wuhan
Kingold Jewelry Co., Ltd.


Bank: Business Office, Bank of Zhangjiakou


Account No. : 374014169100015


 


The borrower opened the trust loans
account in Zhangjiakou Bank Co., LTD, which is designated by the lender in accordance with the requirements to specially receive
loans under this contract. And Zhangjiakou Bank Co., LTD is in charge of supervising the gold raw material of the borrower. When
the trust fund is allocated from the regulation account, the borrower should provide the regulation bank with the relevant voucher
of gold purchase in Shanghai Gold Exchange in 5 working days, and the regulation bank will check the authenticity; if the borrower
fails to provide the relevant voucher of gold purchase or the voucher is considered to be fake by the regulation bank, or the
usage of the fund is not complied with this contract, the borrower is breaking the contract(default of loan funds usage), the
lender is entitled to request the borrower to pay back the entire trust principal and interest with the designation or the approval
of the consignor and request the borrower to undertake the default as is agreed in this contract.


 


		11	Representations and
                                         Warranties matters



 


		11.1	The
                                         borrower make the following statement and guarantee to the lender in the date of this
                                         contract signed, and confirm that the lender conclude the following contract relying
                                         on the representations and warranties, and these statements and guarantee are continuous
                                         effective during the effective period of this contract and the subordinate contracts.



 




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		11.1.1	The
                                         established and validly existing enterprise as a legal person according to the laws and
                                         regulations of the People's Republic of China, the borrower system has the right to punish
                                         all its property completely and engage in its business license in the rules of business;
                                         As of each loan issuing date of this contract, the borrower is in normal operation condition.
                                         There is no any existing or reasonable expectations that may lead to the borrower in
                                         the trust loan term cannot continue to operate normally.



 


		11.1.2	The
                                         borrower shall have the right to sign and perform this contract and the relevant financing
                                         documents. All the necessary measures and other action have taken, making it has all
                                         the necessary rights and authorization to sign and perform this contract, which complies
                                         with the firm’s regulation.



 


		11.1.3	Signing
                                         and performing this contract is voluntary by borrowers, is their true meaning, and passes
                                         all the necessary legal authorization. the authorization and authorization to sign and
                                         perform not contrary to the borrower under the articles of association or any laws and
                                         regulations or the contract binding upon the borrower. The formalities that used to sign
                                         and perform this contract by the borrower are to be completed legally and fully effective.



 


		11.1.4	Except
                                         that has disclosed to the lender and the lender in writing to sign for the situation
                                         of the disclosure document records, borrowers did not hide any that has occurred or is
                                         about to occur may make lenders don't agree to grant trust loans under this contract
                                         of the following events:



 


(1)
There is no event of default has occurred by the borrower and no event of default reasonably expected for any withdrawal under
this contract; There is no other binding agreement or other documents constitute a default under, and may cause serious adverse
effects of other events or circumstances;


 




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(2) The borrower violate the obligations
that signed by him and other creditors under this credit and debt agreement;


 


(3) Any pending litigation, arbitration,
administrative procedures, judicial execution of the program /or the administrative authority of similar nature/or other legal
process;


 


(4) The borrower and its shareholders,
actual controllers do not have the illegal/unlawful behavior and other events that Can be reasonably expected by the borrower
and its shareholders, actual controllers, their actions fault caused by it in the process of litigation, arbitration and administrative,
judicial and/or administrative organs of the executable program and/or other legal proceedings with similar properties;


 


(5) The borrower bear debt, contingent
liabilities, or to a third person to provide mortgage, pledge, and other guarantee;


 


(6) Other financial condition affecting
the borrower and solvency.


 


		11.1.5	All
                                         documents, data, reports and documents to the lender for the trust loans under this contract
                                         provided by the borrower are accurate, true, complete and effective;There are no misleading
                                         and no any missing important facts.



 


		11.1.6	The
                                         obligation is the duty of legal and valid under this contract of the borrower and it
                                         has the legally binding; the borrower did not involved any liquidation, dissolution,
                                         merger, division or similar legal process; The borrower did not involved in that has
                                         a significant adverse effect of civil, criminal, administrative litigation or arbitration
                                         proceeding to the borrower's ability that perform this contract.



 




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		11.1.7	Whether
                                         the borrower has been or will counter guarantee agreement or similar agreement with the
                                         guarantor for its warranty obligations under this contract. The agreement will not damage
                                         the lender in any of the rights and interests under this contract on the law or fact.



 


		11.1.8	Any
                                         important asset of the borrower is not involved in any enforcement, property preservation,
                                         sealing up, distaining, lien, regulation, or deduct the deposit by financial institutions.



 


		11.1.9	The
                                         borrower promises that its creditor's rights of the guarantor/issuer is inferior to creditor's
                                         rights of the guarantor by the borrower in trust loans surviving period.



 


		11.1.10	The
                                         borrower agrees that the lender inquire the borrower's credit standing in the People's
                                         bank of China and approved by the competent department of credit investigation to establish
                                         credit database or the relevant units and departments and agrees that the lender provide
                                         the borrower information to the People's bank of China and approved by the competent
                                         department of credit investigation to establish credit database. And borrower agrees
                                         that the lender can reasonable use and disclose the borrower’s information for
                                         business needs.



 


The borrower guarantees that they
repay the full specified amount trust loan principal and interest in accordance with the contract on time; The lender shall have
the right to be notified to the relevant department or unit, has the right to make announcement collection through the news media
for borrowers default loan principal and interest of the trust or other default situation.


 




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		11.1.11	The
                                         borrower promise that they were aware and fully understand the Management Method
                                         and regulatory rules, and guarantee that they will pay full assurance fund amount on
                                         schedule.



 


		11.1.12	The
                                         borrower assures: (1) the propriety and the right to disposal pledge gold, and that the
                                         consideration of pledge gold is paid. The pledge gold is freely circulated and not belongs
                                         to the objects which are forbidden or restricted to circulate by the laws, regulations,
                                         and the national policy. There is no controversy on the ownership of the pledge gold,
                                         or any encumbrances, defect or restriction of right; (2) before the gold is pledged to
                                         the lender, the gold has never been transferred, gifted or pledged in else places, neither
                                         did the borrower sign similar contracts; after the gold is pledged to the lender, the
                                         gold should not be transferred, gifted or pledged in else places, and borrower should
                                         not sign similar contracts. Any behavior that may damage the pledge rights and the right
                                         and interest of lender is prohibited.



 


		11.2	The
                                         borrower hereby further represents and warrants from the day of signing this contract
                                         to the day of all payments are paid off under this contract that will observe each item
                                         stipulated in article 11.1 above statement and guarantee correctly and fully in accordance
                                         with the situation at that time unless the lender in writing to give up.



 


		11.3	The
                                         borrower should undertake to renew the insurance for the pledge gold if meet with the
                                         due date of insurance when settling the pledge gold. The renewal of the insurance duration
                                         will allow the party to settle all the pledge gold.



 


		12	The Agreed Items



 


In addition to the other terms and
conditions of this contract, during the period of the trust loan, the following items will be further agreed between the borrower
and lenders:


 




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		12.1	The
                                         lender can check and understand the use of the loan at any time in a variety of reasonable
                                         ways; the borrower have to actively cooperate with the lender to make the lender understand
                                         the usage of the loan and their operating conditions according to the reasonable requirements
                                         of the lender to provide the relevant materials.



 


		12.2	During
                                         the period of the credit loan, without the prior written consent of the lender, the borrower
                                         could not use their legal standard gold to provide a guaranty to other people except
                                         the lender. When the borrower dispose of the major material assets, and change the practical
                                         control right and so on, they should get the written consent of the lender in advance.



 


		12.3	Before
                                         the borrower repay all the trust loan principal and interest under this contract, such
                                         as taking actions like contracting, leasing and the reform of the shareholding system,
                                         joint, combination, merger, division, joint venture, material assets transferring, control
                                         rights transferring, application for closure, application for dissolution, application
                                         for bankruptcy, and other actions which enable to cause the changes of creditors’
                                         rights and debt relations or the influences on the implementation of the creditors’
                                         rights of the lender, they should give written notice to the lender in advance, and obtain
                                         the consent of the lender, at the same time, carry out the liquidation liabilities or
                                         debts in advance, otherwise they can not take the above listed actions.



 


		12.4	The
                                         borrower should ensure that the submitted financial statements to the lender are drawn
                                         up in accordance with Chinese accounting standards.



 


		12.5	The
                                         borrower should promise that they will not dissolute, liquidate, and influence the lender’s
                                         rights and interests before they make the preserved measures on the loan creditor's rights
                                         without the prior written consent made by the lender.



 




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		12.6	The
                                         repayment order of the debt under the items of this contract is prior to the debts of
                                         the borrower to its shareholders, at the same time, the borrower pledge that they will
                                         not violate the normal repayment order to pay off the other loans preferentially. What’s
                                         more, they will not sign any contract or agreement which will make the trust loans under
                                         this contract lie in a subordinate or inferior position at present and in the future.



 


		12.7	If the following
                                         situations occur, the borrower should notify the lender in 5 business days:



 


		12.7.1	The events, such
                                         as major legal litigation, arbitration or administrative disposal programs or deduction
                                         of the deposits by the financial institutions which influence the lender’s interests;



 


		12.7.2	If any default
                                         event appears under this contract, the borrower should explain the nature and duration,
                                         and explain what action has been taken or what measures will take;



 


		12.7.3	When the borrower
                                         is aware of himself or any important assets having been involved in any legal proceedings
                                         or arbitration proceedings, enforcement or seizure or detainment or other similar measures,
                                         the borrower should inform the lender in written notice according to the provisions of
                                         this article, besides, they should also list the constituted influences or the possible
                                         influences in detail and the remedial measures which have been taken or planned to take;



 


		12.7.4	If the borrower
                                         have economic disputes with a third person for the economic activities or accidental
                                         events which affect the borrower to carry out business activities normally, such as production
                                         halts, closure, the cancellation of registration, revoking the business license, engagement
                                         in the illegal activities of the legal representatives or the principal persons, involving
                                         major litigation activities, appearance of the serious difficulties in the production
                                         and business operation, deterioration of the financial conditions, etc;



 




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		12.7.5	Any event that may happen or has
                                         happened, which has an effect on the borrower’ normal repayment;



 


		12.7.6	If the borrower need to change
                                         the legal representatives, the authorized representatives, correspondence address, name
                                         of the unit, or the major changes in the financial and personnel aspects, and the changes
                                         in the articles of association of the borrower;



 


		12.7.7	If the guarantor under this contract
                                         appear the situations of production halts, closure, the cancellation of registration,
                                         revoking of the business license, bankruptcy and operating loss, and loss the corresponding
                                         guaranteed capabilities related to this loan partly or completely, the borrower should
                                         timely provide the other guaranteed measures approved by the lender.



 


		12.8	Without the written consent of the
                                         opposite side, both sides should not disclose the opposite side’s business secrets
                                         to third parties, including operating information, management information, technical
                                         information, customers’ information and other business information which can bring
                                         economic benefits and are not known by the public, except that lender provides materials
                                         or discloses information to the agent institutions like law firms, or the lender (beneficiary)
                                         following the laws, regulations, stipulations or the request of competent authority.



 


		12.9	The borrower state here in particular,
                                         once the borrower breach the contract or the borrower do not repay the trust loan principal
                                         and interest stimulated by the contract, and the borrower themselves have no enough property
                                         to repay the debt, with regard to any creditor’s right, receivables, and other
                                         property rights possessed by the borrower in allusion to the third party, the lender
                                         has the preferred subrogation to reimburse rights.



 




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		13	Events of default



 


		13.1	Any one of the following
                                         events shall form the borrower’ default of this contract:



 


		13.1.1	If the borrower appear the big earnings
                                         volatility and significant legal litigation which affect the abilities of the borrower
                                         to perform the obligations under this contract;



 


		13.1.2	If the borrower violates the provisions
                                         of this contract, without the written consent of the lender, arbitrarily uses or transfers
                                         loan funds in the special account;



 


		13.1.3	If the borrower fails to repay the
                                         credit loan principal and interest, overdue interest, default interest, liquidated damages
                                         and any other payables in accordance with the provisions of this contract, the cognizance
                                         of such default is applicable to any loan. That is to say, the delay or under pay of
                                         any loan’s principal and interest, overdue interest, penalty interest, liquidated
                                         damages and any other payables under this contract shall constitute a fundamental default
                                         of this contract, and the lender have the right to take measures according to the article
                                         14;



 


		13.1.4	If any important asset of the borrower
                                         has been involved in any enforcement, sealing up, distrain, lien, regulated measures
                                         or similar measures;



 


		13.1.5	If the borrower do not totally disclose
                                         all the debts connected with the company, such as the lender’ compulsory enforcement
                                         by other creditors’ applying to the people’s court due to the borrower or
                                         other persons’ debts, the borrower shall bear the liability for default of the
                                         contract, and pay liquidated damages to the lender according to five percent of the total
                                         trust loans’ principal.



 


		13.1.6	Any representation or warranty made
                                         by the borrower under the items of this contract is incorrect, untrue, misleading, violated,
                                         or the representation or warranty has been proved to be incorrect, untrue, misleading,
                                         and violated when they are made or considered to be made, and has caused that the reasonably
                                         expected trust loan principal and interest can not be fully repaid.



 




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		13.1.7	Because of the changes in the laws
                                         or the executive orders of any government, the business situations of the borrower or
                                         any of their important assets have changed significantly or possible events or situations
                                         which may lead to the big changes. However, the changes, events, or situations have been
                                         considered by the lender reasonably to have constituted or possibly constitute the significant
                                         adverse impacts on the borrower’ repaid capabilities under the items of the contract;



 


		13.1.8	The borrower do not materially comply
                                         with or perform any one of its commitments and obligations under the items of this contract;



 


		13.1.9	Without the written consent of the
                                         lender, the borrower sets the guaranteed interests on the fixed assets formed by main
                                         assets or the trust loans under the items of this contract happened some events which
                                         have produced significant adverse impacts on the performed capabilities on the obligations
                                         under the items of this contract;



 


		13.1.10	The borrower are ordered to terminate
                                         the business due to going out of business, dissolution, cancellation, closure of the
                                         business, bankruptcy and other reasons;



 


		13.1.11	The borrower’s legal representatives
                                         or the principal persons escape, disappear, suspect of a crime, and be taken compulsory
                                         measures;



 


		13.1.12	The borrower or the guarantor have
                                         involved in or is about to involve in major litigation, arbitration, and other legal
                                         disputes;



 


		13.1.13	The borrower appears some big events
                                         or situations of default which fail to perform the borrowing or financing made with other
                                         financial institutions or the obligations of guaranty contracts, etc.;



 




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    Loan Contract


 


		13.1.14	Without the lender’s consent,
                                         the borrower change the purpose of the loan arbitrarily, or use the loan to proceed illegal
                                         and improper trading;



 


		13.1.15	The borrower
                                         uses the false contract with the related party to discount or pledge to the banks, and
                                         withdraw the bank capital illegally or extend the credit based on the creditors’
                                         rights like receivables and notes receivable which have no real trade backgrounds;



 


		13.1.16	The borrower
                                         who refuses to accept the supervision and inspection of the lender on the usages of the
                                         loans and the related business financial activities;



 


		13.1.17	The borrower
                                         appears situations of the major merger, acquisition and reorganization, transfer of equity,
                                         and the sale of real estate, etc., which have affected or may affect the loan security.



 


		13.1.18	The borrower
                                         deliberately evades the debts of financial enterprises through the related party transactions;



 


		13.1.19	Other situations
                                         considered by the lender which can lead to the failure to repay the loan principal and
                                         interest on time under the items of this contract;



 


		13.1.20	Other defaulted
                                         behaviors according to the relevant laws and regulations of this contract.



 


		13.2	If the guarantor
                                         appears one of the following circumstances, the borrower shall be considered to default
                                         under this contract, and the lender shall have the right to take relieved measures stipulated
                                         by this contract:



 




    	 	33	 



     


    

 


	Trust
    Loan Contract


 


		13.2.1	The guarantee which are not established,
                                         inactive, invalid, being dismantled and lifted under the items of this contract; the
                                         guarantors default or clearly indicate or show that they will not fulfill the guaranteed
                                         responsibility; or the guarantor or warrantor loss part or all of the guaranteed qualifications;
                                         the collateral value reduces or appear some other changes; what’s more, within
                                         the time schedule made by the lender, the borrower does not supple according to this
                                         contract’s stipulation or fail to timely provide new collateral or take other preserved
                                         measures of creditors’ rights approved by the lender;



 


		13.2.2	The borrow underwrites insurance
                                         for the pledge gold and renew in time, which is not in accordance with the contract;



 


		13.2.3	The guarantor do not substantially
                                         comply with or carry out any commitment or obligation under the items of the guarantee
                                         files; or any representation or warranty made by the guarantor under the items of the
                                         guarantee files is incorrect, untrue, misleading, violated; or the representation or
                                         warranty has been proved to be incorrect, untrue, misleading, and violated when they
                                         are made or considered to be made.



 


		13.3	Cross default



The guarantor who appears the below
or any kind of situation in the agreement of 13.1 or 13.2 in this contract shall be regarded as the borrower’s default of
this contract, and the lender has the right to call in the loan ahead of the contract’s schedule and require the borrower
to take the defaulting responsibilities:


 


		13.3.1	Any loan, financing
                                         or debt has defaults;



 


		13.3.2	Any guarantee
                                         or similar obligation is not performed;



 


		13.3.3	Failing to perform
                                         or violate the relevant debt guarantees and other legal documents or contracts having
                                         similar obligations;



 








		13.3.4	Appearances of the situations
                                         being unable to repay the expiring debtor borrowing/financing;



 




    	 	34	 



     


    

 


	Trust
    Loan Contract


 


		13.3.5	Bankrupt which has been declared
                                         or is about to be declared through the legal procedure;



 


		13.3.6	Transferring the
                                         assets or property to other creditors;



 


		13.3.7	Other situations which endanger
                                         the safety of loan principal and interest under this contract.



 


		14	Liabilities for default



 


		14.1	If one or several default items
                                         occur listed in article 13 of this contract, the lender has the right to take one or
                                         more remedial measures according to the actual situation of the borrower’ default.
                                         The borrower should bear the corresponding responsibilities for default of the contract.



 


		14.1.1	If the borrower fails to fully
                                         repay any loan’s principal and interest or the other payables in time under the
                                         items of this contract in accordance with the stipulation of this contract; or fail to
                                         fully supply any additional gold pledge and margin in time, or fail to timely buy insurance
                                         or extend insurance time limit for any pledged gold; and fail to correct the defaulting
                                         behaviors and remedy according to the requirements of the lender within the time limit
                                         specified by the lender, the lender shall have the right to declare all trust loans under
                                         the items of this contract expire in advance immediately, and withdraw all the trust
                                         loans’ principal balance and the unpaid part in all the interest payable according
                                         to the calculation stipulated by this contract, overdue interest, penalty interest, liquidated
                                         damages and any other payables in advance from the lender, and the immediate recourse
                                         to the borrower through various forms.



 




    	 	35	 



     


    

 


	Trust
    Loan Contract


 


		14.1.2	If the borrower violates the provisions
                                         of this contract without the consent of the lender, and arbitrarily use or transfer the
                                         loan funds of special accounts, the lender shall have the right to take back all or part
                                         of the loan ahead of schedule. At the same time, from the date of arbitrarily use (transfer)
                                         of the loan, according to the amount of the use (transfer) and actual days of the use
                                         (transfer), the lender shall calculate and collect the penalty interest from the borrower
                                         in the light of the thousandth of the use (transfer) fund every day, until the borrower
                                         returns all the use (transfer) funds to the lender. The lender’s collecting penalty
                                         interest from the borrower shall not influence the lender’s any other rights under
                                         the items of this contract.



 


		14.1.3	During the period of the trust
                                         loan, if the Borrower fail to pay interest within the time limit prescribed in this contract,
                                         as to the overdue interest part, during the overdue period, the Lender shall have the
                                         right to add one thousandth penalty interest every day on the basis of the original overdue
                                         loan interest stipulated in article 6.4 from the overdue date.



 


		14.1.4	If the Borrower fails to repay
                                         the trust loan principal according to the stipulation of this contract, as for the overdue
                                         part of the trust loan principal, during the overdue period, the Lender shall have the
                                         right to add one thousandth penalty interest every day on the basis of the original overdue
                                         loan interest stipulated in article 6.4 from the overdue date.



 


		14.1.5	According to the provisions of
                                         this contract or guaranteed documents, it requests the Guarantor to bear guaranteed responsibilities,
                                         including the ways of selling off and auctioning the pledged gold, the borrower’
                                         agreement on the discount of the pledged gold, or entrust the members in Shanghai Gold
                                         Exchange to sell the pledged gold at the market price in the open gold market to perform
                                         the right of pledge, or requests the Guarantor to bear the joint guaranteed responsibilities.



 


		14.1.6	Other remedial measures stipulated
                                         by the relevant laws and regulations and this contract.



 




    	 	36	 



     


    

 


	Trust
    Loan Contract


 


		14.2	After the Lender took the default
                                         measures stipulated by the preceding articles, the Borrower still cannot make up for
                                         the loss to the Lender, and they have the right to continue to pursue of recovery to
                                         the Borrower about the failing repay part.



 


		14.3	Because of any party’s default
                                         making the opposite party adopt the litigated ways to realize the creditors’ rights,
                                         the default party should bear the reasonable costs paid by the opposite party, including
                                         but not limited to legal fares, property preservation fee, auction fee, attorney fees,
                                         travel expense, copying charge, and printed materials fees, etc.



 


		15	Special stipulations



 


		15.1	When the news media, such as the
                                         documents, newspapers or web sites sponsored by the state council and its ministries
                                         and commissions, provincial government (including the municipalities directly under the
                                         central government and autonomous regions), the people's bank of China, China banking
                                         regulatory commission and other financial regulatory institutions, report the industrial
                                         policies of the state’s prohibition or restriction on the investment of the related
                                         industries or series of enterprises, the lender could suspend, discontinue, and terminate
                                         the debts’ issue or recover the loan ahead of schedule to the borrower of the related
                                         industries or series of enterprises.



 


		15.2	The borrower agrees that the lender
                                         could use and save credit information because of the loan application and post-loan management
                                         query.



 


		15.3	The reasons, such as the irresistible
                                         forces, stoppages of the communications or network, or system faults of the lender, lead
                                         to the failures to issue loans or conduct the payments in accordance with the stipulations
                                         of this contract, the Lender shall not take the responsibility, but should promptly notify
                                         the borrower to take remedial measures.



 




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	Trust
    Loan Contract


 


		16	Supplement, Modification
                                         and Transfer of the contract



 


		16.1	After the contract entries into force,
                                         the parties can modify or supplement the contents of the contract on the basis of consensus.
                                         If the provisions of the contract are inconsistent with the regulations of the law, a
                                         supplementary contract should be timely consulted and signed to perfect the contract.
                                         For matters not covered in this contract, both parties can sign a supplementary contract.
                                         The supplementary contract is an integral part of this contract, and it has the same
                                         legal effect as the contract. If the supplementary contract is in conflict with the contract,
                                         the supplementary contract shall prevail. In this contract, when this contract is mentioned,
                                         any effective revisions and supplements to this contract should be included.



 


		16.2	Without the written consent of the
                                         Lender, the borrower may not transfer any rights and obligations under this contract.



 


		16.3	The lender is entitled to transfer
                                         the rights and obligations under this contract to any other party without the agreement
                                         of the borrower, however the borrower should be informed about this.



 


		17	Notices



 


		17.1	unless there are other provisions
                                         in the contract, otherwise, all notices between the two parties under the terms of the
                                         contract shall be in written form, which can be delivered by people, registered letters,
                                         express mail service, and fax can be as an auxiliary way, however, it must have a supplementary
                                         delivery according to the agreed ways in the contract. The notices on the following dates
                                         shall be deemed to be the dates of service:



 




    	 	38	 



     


    

 


	Trust
    Loan Contract


 


		(1)	The notices
                                         delivered by people are an effective delivery on the delivery date.



 


		(2)	The notices
                                         delivered by registered letter (postage paid) are effective delivery on the seventh day
                                         after they are delivered (as indicated by the postmark).



 


		(3)	The notices
                                         issued by express mail service (postage paid) are effective delivery in the third days
                                         after being delivered (as indicated by the postmark).



 


		(4)	The notices
                                         sent by fax are effective after they are delivered.



 


		(5)	Using the above
                                         methods to send notices at the same time, the fastest one reaches the receiver is effective.



 


		17.2	The notices under this contract shall be delivered according to
                                         the following address; if some changes need to be done, the party who wants to change
                                         shall notify the other party in written way and three working days in advance. The losses
                                         caused by the failure to notice in time are bore by the party who changes the correspondence
                                         address or the contact ways.



 


Lender: Sichuan Trust Co., Ltd.


Correspondence address: Room B1511, Oumei Center, EAC,
Hangzhou City.


Postcode: 310000


Telephone numbers: 0571-85238957


Fax: 0571-85238957


Recipient: Zhu Pan


 


Borrower: Wuhan Kingold Jewelry Co., Ltd.


Correspondence address: Special
No. 15 of Huangpu Science and Technology Park, Jiang’an District, Wuhan City


 




    	 	39	 



     


    

 


	Trust
    Loan Contract


 


Postcode: 430023


Tel:


Fax: 027-65694777


Recipient: Hu Qiao


 


		18	Grace and Partial
                                         invalidity



 


		18.1	The lender does
                                         not or delay exercising any rights under this contract shall not be deemed to give up
                                         such rights, who exercises such rights alone or in part should not be rid of using any
                                         other way or exercising such rights further or other rights.



 


		18.2	The rights and remedies
                                         stipulated in the contract are cumulative and any rights or remedies of the lender endowed
                                         by laws do not being ruled out.



 


		18.3	A provision or some
                                         portions of one provision in this contract are now or in the future will become invalid,
                                         the invalid provision or the invalid portions do not affect the validity of the contract,
                                         the other terms of the contract and other contents of the provision.



 


		19.	Compulsory
                                         execution notarization



 


With
the confirmation of the borrower and the lender, both parties have complete understanding on the meaning, content, procedure,
responsibility and effect of the laws, rules, regulations have on compulsory execution effect and executive certificate. The borrower
and the lender conduct notarial process on this contract and enforce it with effect after signing this contract with consent.
The borrower does not have disagreement on the obligations under this contract. If the borrower does not or not fully perform
his obligation under the main contract, or the borrower does not or not fully perform his obligation under this contract, or when
the hostage is realized as is agreed in this contract happens, the lender is entitled to apply the people’s court with jurisdiction
for compulsory execution with this contract and executive certificate under notarization. The borrower should accept the compulsory
execution and abstain the right to defend on his own accord. The cost for compulsory execution process is assumed by the borrower.


 




    	 	40	 



     


    

 


	Trust
    Loan Contract


 


		20.	Other matters



 


		20.1.	This contract is effective after
                                         the legal representatives or authorized representatives of both parties signed or sealed
                                         and stamped with official seal and special seal for contractual use, and it terminates
                                         until trust loan principal, interest, penalty interest, liquidated damages and all the
                                         other obligations of payment have been fulfilled.



 


		20.2	If both parties produce differences
                                         to the provisions of this contract and that has come to the “significant”,
                                         “substantial”, “serious” standards and so on, the lender's interpretation
                                         shall prevail.



 


		20.3	When disputes arise during the performance
                                         of this contract, and they can be resolved through consultation, if it doesn’t
                                         work, either party shall file a lawsuit to the people's court having jurisdiction over
                                         the place where the lender has his domicile. During the proceeding, the terms that do
                                         not involve the dispute in the contract shall still be fulfilled.



 


		20.4	The contracts, memos, commitments
                                         and other binding legal documents which have come into force signed by the borrower or
                                         Lender on the matters under this contract shall be an integral part of this contract.



 




    	 	41	 



     


    

 


	Trust
    Loan Contract


 


		20.5	Once the contract has been signed,
                                         it shows that the two parties have read this contract in full and detail, do not have
                                         any doubt and ambiguity on all terms in the contract, and have accurate and correct understanding
                                         on relevant rights, obligations and responsibilities of both parties.



 


		20.6	This contract has six original copies,
                                         two copies belong to the lender, and one copy is kept by the borrower, and the rest are
                                         used for conducting notarization and other procedures, and each one has the same legal
                                         effect.



 


		20.7	Loan application
                                         form, IOU, and other relevant documents and data provided by the borrower are integral
                                         parts of this contract.



 


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


 




    	 	42	 



     


    

 


	Trust
    Loan Contract


 


(No text in this page, signing page of No.
SCXT2016(DXD)Zi. No.167-2 Trust Loan Contract)


 


When signing this Contract, both parties read
and know all the articles in this Contract, have no objection, and accurately understand all legal implications of all articles
related to legal relations, related rights, obligations and responsibilities between both parties.


 


The lender: Sichuan Trust Co., Ltd.(Seal)


 


Legal Representative or Authorized Representative
(Signature or Seal):


 


The borrower: Wuhan Kingold Jewelry Co., Ltd.
(Seal)


 


Legal Representative or Authorized Representative
(Signature or Seal):


 


Sign Date: Month
       Day       ,
2016


 


Place of signing: Chengdu


 




    	 	43	 



     


    

 


	Trust
    Loan Contract


 


Letter of
Authorization


 


Sichuan Trust Co., Ltd.:


 


Since our company is unable
to undertake the obligation of calling margin and repayment (see details in Trust Loan contract numbered SCXT2016(DXD)Zi. No.167
-2), we have triggered the right of disposal on the pledge gold. Now our company leave the carte blanche to you to disposal the
AU9999 gold bars that we pledged (see details in Gold Pledge Contract numbered SCXT2016(DXD)Zi. No.167 -3), which includes determining
the buyer and the disposal operations, price, and sign the relevant contract with buyer on behalf of our company or your company.
And we promise to issue invoice to the buyer on the gold bars. We will agree all the items on the disposal of pledge gold and
undertake the revenue and the loss, relevant rights and obligations under laws.


 


This letter of authorization
is not attached to any conditions and is irrevocable. This letter of authorization takes effect with the seal of our company and
is legally binding on us.


 


	 	Wuhan Kingold Jewelry Co., Ltd. (Seal)
	 	 
	 	Month        Day       ,
    2016




 




    	 	44	 



     


    

 

 


	Trust Loan
    Contract


 


Contract No.:
SCXT2016(DXD)Zi. No. 168-2


 


Trust Loan Contract


 


Sichuan Trust
Co., Ltd.


 


____Month
of 2016


 




     


     


    

 


	Trust Loan
    Contract


 


Contents


 


	1	Definition and Explanation	2
	 	 	 
	2	Trust loans	8
	 	 	 
	3	Precedent condition of disbursement	9
	 	 	 
	4	Disbursement of loans	11
	 	 	 
	5	The usage of trust loan	12
	 	 	 
	6	Interest	13
	 	 	 
	7	Repayment	16
	 	 	 
	8	Loan Guarantee	17
	 	 	 
	9	Payment	21
	 	 	 
	10	Capital Regulation	22
	 	 	 
	11	Representations and Warranties matters	23
	 	 	 
	12	The Agreed Items	27
	 	 	 
	13	Events of default	31
	 	 	 
	14	Liabilities for default	35
	 	 	 
	15	Special stipulations	37
	 	 	 
	16	Supplement, Modification and Transfer
    of the contract	38
	 	 	 
	17	Notices	38
	 	 	 
	18	Grace and Partial invalidity	40
	 	 	 
	19	Other matters	41


 




     


     


    

 


	Trust Loan Contract


 


This Contract of Trust Loans numbered SCXT2016(DXD)Zi.
No. 168-2 is concluded of and between the following two parties in Chengdu in ___year ___month:


 


Lender: Sichuan Trust Co., Ltd.


Legal Representative: MouYue


Address:
No. 18, Second section of South Renmin Avenue, Jinjiang District,Chengdu


Agent: Zhu Pan


Tel: 0571-85238957


Fax: 0571-85238957


Postcode: 610016


 


Borrower: Wuhan Kingold Jewelry Co.,
Ltd.


Legal Representative: JiaZhihong


Address:
Special No. 15 of Huangpu Science and Technology Park, Jiang’an District, Wuhan City


Contact
Address: Special No. 15 of Zhongshan Western Huangpu Science and Technology Park, Jiang’an District


Agent:


Fax: 027-65694977


Tel: 027-65694977


Postcode: 430023


 


The parties involved above is separately
referred to as “one party” and collectively known as “both parties”.


 


WHEREAS:


		(1)	The lender, as the trustee of “Chuanxin-Kingold
                                         No. 1 Single Trust” ( hereinafter referred to as “this trust” or “the
                                         trust”), in accordance with the agreement in Chuanxin-Kingold No. 1 Single Trust
                                         Contract, numbered [SCXT2016(DXD)Zi. No. 168-1], planned to make loans which are
                                         delivered by the consignor for the borrower as the RMB trust loan, which shall be used
                                         by the borrower to purchase raw materials.



 




     


     


    

 


	Trust Loan Contract


 


		(2)	The borrower is a company limited
                                         by shares with valid existence established in accordance with the laws of the People's
                                         Republic of China. Due to the need of manufacture and operation, the borrower applies
                                         to the lender for loans no more than 1 billion Yuan (Capital: One Billion Yuan Only);



 


		(3)	According to the stipulation of
                                         Trust Contract, the lender agrees to offer trust loans for the borrower;



 


		(4)	At the time of signing the contract,
                                         the borrower has been aware of and recognized that the loan funds under this contract
                                         are from the trust funds which the lender is trusted to manage. Except for opposite provisions,
                                         the loans under this contract referred to “trust loans”.



 


Hereby, according to the current law of the
People's Republic of China and on the basis of fairness principle, the borrower and the lender reach an agreement and conclude
this contract to comply with.


 


		1	Definition and Explanation



 


In the contract, except that there
are other explanations or implications in the context, the following words and phrases bear the following meanings:


 


		1.1	The
                                         borrower/ Wuhan Kingold Jewelry Company: refers to Wuhan Kingold Jewelry Co., Ltd.
                                         and its legal successor.



 


		1.2	The
                                         lender/ Sichuan Trust: refers to Sichuan Trust Co., Ltd. and its legal successor.



 


		1.3	Both
                                         parties: refers to the borrower and the lender.



 




    	 	2	 



     


    

 


	Trust Loan Contract


 


		1.4	Consignor:
                                         Zhangjiakou Bank Corporation



 


		1.5	This
                                         contract: refers to the loan contract signed between the borrower and the lender
                                         as well as its enclosures and any valid change or supplementary agreement of it.



 


		1.6	Contract
                                         of Guaranty: refers to the contract of guaranty signed between the borrower
                                         and the guarantor numbered SCXT2016(DXD)Zi. No. 168-2 and the attachment as well as any
                                         valid change or supplementary agreement of it.



 


		1.7	Pledge
                                         contract of Gold: refers to the Pledge contract of gold signed between the borrower
                                         and the guarantor numbered SCXT2016(DXD)Zi. No. 168-4 as well as its enclosures (include
                                         but not limited to the pledged property listing) together with any valid change or supplementary
                                         agreement of it.



 


		1.8	Insurance
                                         Contract: refers to the insurance contract and the insurance policy (property insurance)
                                         together with any of its valid change or supplementary agreement, signed between the
                                         borrower and the PICC Property and Casualty Company Limited (hereinafter referred to
                                         as PICC P&C) on pledge gold, with the lender as the only beneficiary. The term of
                                         the insurance contract (including renewed term) shall cover the whole pledge term.



 


		1.9	Security
                                         file: the contract of guaranty and the pledge contract of gold under this contract
                                         are jointly called security file.



 


		1.10	Pledgor:
                                         the pledgor and borrower under this contract is the same person, namely Wuhan Kingold
                                         Jewelry Co., Ltd. and its legal successor.



 


		1.11	Guarantor:
                                         refers to Mr. JiaZhihong, the real controller of the loan.



 




    	 	3	 



     


    

 


	Trust Loan Contract


 


		1.12	Guarantor:
                                         the pledger and the warrantor under this contract are collectively called as the guarantor.



 


		1.13	Standard
                                         gold: refers to the AU9999 Standard Gold purchased from Shanghai Gold Exchange whose
                                         purity is 99.99%.



 


		1.14	Pledge
                                         gold: refers to the standard gold which the borrower owns legally and can be pledged
                                         legally, is obtained from the warehouse of Shanghai Gold Exchange according to relevant
                                         regulations and procedures, and is promised to pledge to the lender in accord with this
                                         contract and the pledge contract of gold.



 


		1.15	Gold
                                         price: Refers to the closing price of this contract at 15:30 of the Shanghai Gold
                                         Exchange Standard Gold, or closing price of this contract at 2:30 in the morning of Shanghai
                                         Gold Exchange Standard Gold if there are night market according to Shanghai Gold Exchange
                                         Au(T+D) contract, unless there is special agreement in this Contract.



 


		1.16	Base
                                         price of gold pledge/ pledge price: The pledge price of pledge gold takes the lower
                                         price between Shanghai Gold Exchange AU(T+D) contract 30-day average of the previous
                                         session and the closing price at 15:30 of the previous session.



 


		1.17	Pledge
                                         Date: refers to the day when each batch of pledge gold is stocked in the pledged
                                         property safe box rented by the borrower.



 


		1.18	Trust
                                         loan: refers to the loans that the lender offers to the borrower according to this
                                         contract and trust funds under the trust plan it is trusted to manage. Except for additional
                                         reference, the “loan” in this contract has the same meaning as trust loan.



 


		1.19	Loan
                                         period: refers to the loan period stipulated in the article 2.1 in this contract.



 


		1.20	Repayment:
                                         refers to the repayment of any principal amount and interest of the trust loan stipulated
                                         in this contract.



 




    	 	4	 



     


    

 


	Trust Loan Contract


 


		1.21	Value
                                         date for interest: refers to the day when the lender offers each loan funds to the
                                         borrower’s special loan account. In regard to the specific date, the date on the
                                         withdrawal application for the loan shall prevail (format of withdrawal application for
                                         a loan see appendix 1). Conditions such as article 6.2.5 in this contract happens, the
                                         value date for interest of each trust loan corresponds to the effective date of the trust
                                         beneficial right of each trust loan (specific date subject to the lender’s date
                                         of announcement).



 


Expiry date for interest:
refers to the accounting date of the interest of each trust loan, namely,(i) during the existence period of trust plan, every
three month calculated from corresponding value date for interest of each trust loan; (ii) the expiry date of each trust loan
or all trust loans (including advances to the expiry date).


 


		1.22	Interest
                                         payment date: refers to (i) article 1.20 in this contract (i) any day within the
                                         first five working days of each expiry date for interest under each fund; (ii) article
                                         1.20 in this contract (ii) the expiry date for interest under funds. Any interest payment
                                         date which is not a working day, shall be extended to the next succeeding working day.



 


		1.23	Trust
                                         plan/ this trust plan: refers to “Chuanxin-Kingold No. 1 Single Trust”,
                                         subject to the name regulators approve.



 


		1.24	Precedent
                                         conditions for lending: refers to the premise condition for lender to offer loans
                                         to the RMB loan account of the borrower according to article 3 in this contract.



 




    	 	5	 



     


    

 


	Trust Loan Contract


 


		1.25	Accrued
                                         fees: refers to all expenses that the borrower shall pay to the lender including
                                         but not limited to all principal amount of the trust loans under this contract (no more
                                         than 1 billion Yuan), interest, liquidated damages produced when the borrower violates
                                         this contract, overdue interest, penalty interest, damage awards, compound interest,
                                         related expenses paid in advance by the lender, etc. as well as all reasonable fees for
                                         the lender to realize the creditor’s rights. There into, all reasonable fees for
                                         the lender to realize the creditor’s rights include but not limited to the following
                                         fees: legal fare, arbitration fee, property preservation fee, execution fee, valuation
                                         fee, auction fee, fees related to exercising security right, transaction handling fee,
                                         agent fee, registration fee, appraisal fee, safekeeping fee, insurance premium, notice
                                         fee, enquiry fee, attorney fees, notary fees, delivery fee, travel expense, communication
                                         fee, and all kinds of taxes and other related expense as well as the responsibility of
                                         invalid contract that the borrower shall bear as the contract stipulates.



 


		1.26	All
                                         payment liabilities: refers to the liability that the borrower shall pay all the
                                         accrued fees to the lender according this contract.



 


		1.27	Default
                                         events: refers to any default event stipulated in article 14.1 in this contract.



 


		1.28	The
                                         expiration or the mature: refers to the following situations: (1) the expiration
                                         of payment date for principle amount and interest of any trust loan stipulated in this
                                         contract; (2) Partial or overall advance of expiration of any trust loan announced by
                                         the lender.



 


		1.29	Remainder
                                         days/ existing days: days accumulated from the disbursement date of any trust loan
                                         to the payment date of all principal amounts and interest of any trust loan.



 




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	Trust Loan Contract


 


		1.30	In
                                         this contract when it mentions Business day/ Working day: it shall be explained
                                         as any day on which the lender is open to conduct business except for legal holidays.
                                         Year: refers to every calendar year. Month: refers to every calendar month.
                                         Quarter: refers to every nature quarter.



 


		1.31	Assurance
                                         fund: According to the Regulations and relevant regulations of supervision
                                         department, the borrower shall subscribe Chinese Trust Fund according to one percent
                                         of the principal amount of the trust loans as the obligation subscriber.



 


		1.32	Assurance
                                         fund company: refers to the Chinese Security Trust Fund Co., Ltd established according
                                         to the Regulations as well as other companies which inherent its legal obligations.



 


		1.33	The
                                         Regulations: refers to Trust Industry Security Fund Management Regulation
                                         as well as relevant regulations revised, supplemented and replaced by supervision department.



 


		1.34	Supervision
                                         department: refers to China Banking Regulatory Commission as well as other government
                                         departments which bear the same obligations of supervision.



 


		1.35	Yuan:
                                         refers to the legal currency unit of People's Republic of China, RMB, Yuan.



 


		1.36	Laws:
                                         the laws under this contract refer to laws, administrative regulations, department rules
                                         as well as local laws and regulations and policies with legal binding. Except for additional
                                         stipulations in laws and regulations or requirements in context, whenever this contract
                                         mentions any article of “laws”, it shall be explained as the effective law
                                         text timely revised or newest publicized.



 


		1.37	Subject:
                                         the subjects of any article and enclosure under this contract are made for convenience
                                         and only for reference, which shall never be considered as the explanation of that article
                                         or enclosure.



 




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	Trust Loan Contract


 


		2	Trust loans



 


		2.1	Amount
                                         and term of trust loans



 


		2.1.1	The
                                         trust loans under this contract are RMB loans. The principal amount of loans is no more
                                         than 1 billion Yuan (capital: one billion Yuan only). The trust loans are disbursed separately,The
                                         specific disbursement of each loan shall be determined on the basis of the borrower’s
                                         capital needs and the condition of capital use. The specific amount of each loan is subject
                                         to the real amount disbursed (specifically subject to the withdrawal application for
                                         the loan).



 


		2.1.2	The
                                         total term of loans under this contract is 24 months, calculating from the first day
                                         when the first sum of trust loan fund is disbursed to the borrower’s special loan
                                         account(specifically subject to the withdrawal application for the loan). It is expected
                                         to be from 2016 to 2018 (specifically subject to the withdrawal application for the loan).
                                         If the condition agreed in article 6.2.5 occurs, the term of trust loans shall be calculated
                                         from the setup of the trust plan.



 


		2.1.3	Except
                                         for additional agreement, when the starting day of the term of trust loans does not comply
                                         with the actual disbursement day under this contract, the actual disbursement day shall
                                         prevail. Besides, the expiry date of loans agreed in article 2.1.2 in this contract shall
                                         also be adjusted accordingly.



 


		(1)	The lender is entitled to issue
                                         loans by stages. The limit of each stage is 24 months or no more than 24 months, and
                                         the expiry date of last stage loan should be before the expiry date for the total amount.



 


Despite the agreements above, anything
occurs as what is agreed in article 6.2.5 in this contract, the term of each trust loan shall be calculated from the effective
date of each trust benefits conforming to each trust loan fund.( specifically subject to the announcement date of the lender)


 




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	Trust Loan Contract


 


		2.1.4	If
                                         any agreed condition in this contract occurs, the lender is entitled to announce the
                                         acceleration of maturity for partial or whole loans.



 


		2.2	The
                                         Expansion of Term



 


		2.2.1	The
                                         term of the trust loans under this contract shall not be expanded.



 


		2.3	Payment
                                         in advance



 


When the term of each loan expires
12 month, the borrower can pay back the total sum of the trust loan with written application a month in advance and written approval
of the lender. The borrower shall pay back the total loans and the interest of the lender as is stipulated in article 2.3.1 in
this contract, then the loans all end in advance.


 


Once the application for payment
in advance is submitted, it is irrevocable. When such application is approved by the lender in written form, the borrower shall
pay back the total loans one for all to the specific account of the lender on the advanced date which the lender approves to become
the payment date. After the lender receives the payments, the corresponding loans all end in advance. The trust loan interest
shall be calculated according to the actual loan days, with repayment of principal with interest.


 


		3	Precedent condition of disbursement



 


		3.1	Unless
                                         all the precedent conditions stipulated in this contract are all met or given up by the
                                         lender in written form, the lender has no obligation to disburse any loan under this
                                         contract to the borrower.



 




    	 	9	 



     


    

 


	Trust Loan Contract


 


		3.2	After
                                         the lender meets all of the following precedent conditions, trust loans shall be disbursed
                                         to the borrower according to the ways stipulated in this contract. The loan amount shall
                                         not surpass 【the
                                         gold amount confirmed by both the consignor and PICC Property & Casualty×
                                         the base price of gold pledge ×75%】



 


		3.2.1	This
                                         trust plan is set up, and the consignor has disbursed fund for trust loan to the special
                                         account for trust fund.



 


		3.2.2	This
                                         Contract, Gold Pledge Contract, the Contract of Guaranty, Safe Deposit Box Rental Agreement,Funds
                                         Trusteeship Agreement, Financial Advisory Agreement, Gold Purchase Contract, Authorization
                                         Letter from the borrower to the lender and Insurance Contract all have been duly signed
                                         and notarized. There into, This Contract, Gold Pledge Contract, the Contract of Guaranty
                                         are under compulsory executive notarization.



 


		3.2.3	The
                                         competent authority of the borrower has provided resolution on agreement on borrowing
                                         money and providing gold as pledge.



 


		3.2.4	Before
                                         the issue of the trust loans, the borrower has provided all the pledged gold as the pledge
                                         guarantee which is calculated by the loan-to-value ratio to the lender and has met the
                                         following demands: (i) to have deposited the pledge gold into the safe of Wuhan branch
                                         of the Industrial Bank or other safes rent by the lender in other banks (hereinafter
                                         referred to as pledge safe) (the password of the pledge safe and one of the keys are
                                         kept by the lender, and the other by PICC P&C), and before depositing the pledge
                                         gold into the safe, the related insurance is bound to be bought for the pledge gold according
                                         to the contract. (ii) the related procedures have been gone through in the Jiang’an
                                         branch of Wuhan Finance Bureau and the lender has gotten the Certificate of Registration
                                         of Chattel Mortgage.



 




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	Trust Loan Contract


 


		3.2.5	The
                                         consignor has provided written confirmation on the completion of in stock pledge gold;
                                         the consignor has provided insurance policy on the completion of pledge gold insurance;
                                         the consignor has provided written confirmation on the completion of registration of
                                         gold pledge in Unified Registration System for Real Estate Financing in Credit Center
                                         of People’s Bank of China,; the consignor has provided agreement on the disbursement.



 


		3.2.6	The
                                         subscription money for the trust insurance fun is paid off.



 


		3.2.7	Legal
                                         opinion on this trust is acquired.



 


		3.2.8	Other conditions reasonably required
                                         by the lender.



 


		4	Disbursement of loans



 


		4.1	According to articles in this contract,
                                         the lender is supposed to grant the loans to the loan account of the borrower who has
                                         been confirmed to be in accord with the credit terms.



 


		4.2	If confirmed by the borrower, the lender
                                         is entitled to grant the credit loans on installments according to the capital arrangements,
                                         the actual fund raising situation, control standard, the borrower’s capital needs
                                         as well as fund position in the trust investment plan. The lender is also entitled to
                                         decide the amount of the trust loans and the day of granting the trust loans unilaterally.
                                         Meanwhile, the lender is entitled to reduce the trust loans or even refuse to grant part
                                         or all of the trust loans based on the management situation and bail payment of the borrower.
                                         The lender is not considered to have broken the contract in the above situations; therefore,
                                         the borrower cannot require the lender to shoulder the responsibility.



 




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	Trust Loan Contract


 


		4.3	Regardless of the above initiating
                                         loan prerequisites, the lender is entitled to initiate the loan ahead of the time when
                                         all the prerequisites have not been fully met; if the lender initiate the loans ahead
                                         of time, it neither means that the lender gives up the obligations in the contract nor
                                         the security does not fully or partially carries out the obligation and the security
                                         document of the contract. The lender is entitled to raise a plea, pursue legal actions
                                         and take a legal action against the borrower and the security at any time if they do
                                         not carry out or fully carry out the obligations in the contract as well as in the security
                                         document.



 


		5	The usage of trust loan



 


		5.1	The borrower shall use the trust loans
                                         under this contract to supplement circulating funds and purchase raw materials of AU9999
                                         Standard Gold.



 


		5.2	The trust loans in the contract cannot
                                         be embezzled by the borrower. The borrower is supposed to promise that the trust loans
                                         shall be used according to the contract, which does not cover the overseas investment,
                                         stock investment, the real estate investment as well as steel trade. The investment of
                                         the trust loans cannot break the laws, legislations and cannot be invested in all the
                                         projects that the government prohibits and the government has not confirmed. The trust
                                         loans cannot be applied to the project that the trust loans have not been included.



 




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	Trust Loan Contract


 


		5.3	The lender is entitled to ask the borrower
                                         to issue the related documents and information according to the laws and the stipulation
                                         issued by regulatory authorities, which include but not limited to the contract/agreement,
                                         invoice/receipt, voucher, gold purchase certificate of Shanghai Gold Exchange and warehouse
                                         warrant of gold. The borrower shall grantee that the provided material should be real,
                                         correct, complete and effective so that the lender can supervise and verify the usage
                                         condition of the trust loans in the contract.



 


		6	Interest



 


		6.1	Trust loan interest rate



 


The trust loan interest rate under
this contract is annual interest rate 8.46%.


 


The trust loan interest rate under
this contract is fixed, within the validity of the contract, trust loan interest rate shall not be adjusted.


 


		6.2	Interest calculation



 


		6.2.1	The trust loan interest under this
                                         contract is calculated by day, day interest rate



 


		6.2.2	The interest of each trust loans
                                         under this contract is calculated from their Respective value date for interest..



 


		6.2.3	Each loan interest under this contract
                                         is calculated separately. The interest corresponding to each loan is calculated from
                                         its corresponding value date for interest. And the interest is calculated and collected
                                         according to the actual working days of the trust loan fund.



 


		6.2.4	The calculating formula of interest
                                         each day is: interest each day= principal balance of this day's trust loan*day interest
                                         rate.



 




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	Trust Loan Contract


 


		6.2.5	If any sum of trust loan is failed
                                         to be paid to the Borrower on corresponding effective day of trust beneficiary right
                                         not due to the Lender (includes but no limited to that the Lender fails to realize loan
                                         prerequisite agreed in Article 3.2 of this Contract), the Borrower agrees to calculate
                                         corresponding anticipated interest losses during trust fund is not paid as scheduled
                                         according to loan rate agreed in this Contract and compensate the borrower. Base on this,
                                         both parties agree that in above-mentioned case both parties acknowledge the value date
                                         for interest of every sum of trust loan is the effective day of corresponding trust beneficiary
                                         right (subject to the day announced by the Loan).



 


		6.3	Payment of interest



 


Unless otherwise agreed in the contract,
if the trust loan granting date is between January 1st to July 30st and December 21st to November 31st in some year, then during
trust loan duration, the borrower should pay the payable interest of various trust loans under this contract according to the
following arrangement and should pay unpaid trust loan principals and remaining interest to the lender on the due date of various
trust loans or on the due date of all trust loans(including advanced due date). The details are as follows:


 


		6.3.1	Within five days after each trust
                                         loan is issued and within five days after the loan is disbursed for one year, the interest
                                         amount the borrower should pay to the lender=the principal of this term of loan*1.21%



 


		6.3.2	Within five days before the first
                                         day after each trust loan is issued, the interest amount the borrower should pay to the
                                         lender=the principal amount of the trust loan*7.25%*duration date from interest-calculating
                                         date(including) to the interest-settling date (excluding) of the trust loan/360.



 


		6.3.3	Despite the interest date stipulated
                                         in above articles in the trust loan duration, in the interest date of each trust loan,
                                         the interest amount the borrower should pay to the lender==the rest principal amount
                                         of this term trust loan*7.25%*duration date from interest-calculating date (including)
                                         to the interest-settling date (excluding) of the trust loan/360.



 




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	Trust Loan Contract


 


		6.3.4	If the lender pays back part of the
                                         trust loan in advanced due date in accordance with article 2.3 in this contract, the
                                         payment amount of advanced due date=the planned payment in advanced due date of principal
                                         amount of this term trust loan*(1+7.25%* duration date from interest-calculating date
                                         (including) to the advanced due date of payment (excluding) of the trust loan/360.) –
                                         the interest that the borrower paid on the principle amount of advanced due date of this
                                         trust loan.



 


		6.3.5	On the due date of each trust loan(including
                                         advanced due date), the borrower should pay remaining interest and outstanding principals
                                         of all trust loans to the lender , paying amount =∑ principal amount of each trust
                                         loans*(1+7.25%*duration date of each trust loans/360)- interest of this term of trust
                                         loan already paid by the borrower- principal of this term of trust loan already paid
                                         by the borrower.



 


		6.3.6	On the due date of all trust loans(including
                                         advanced due date), the borrower should pay remaining interest and outstanding principals
                                         of all trust loans to the lender , paying amount =∑ principal amount of each trust
                                         loans*(1+7.25%*duration date of each trust loans/360)- interest already paid by the borrower-
                                         principal already paid by the borrower.



 


		6.3.7	In any circumstances (including but
                                         not limited to that the borrower paid the interest in advanced due date while the loan
                                         finished in advance), the lender will not return the interest paid by the borrower.



 


		6.4	Overdue interest



 


If the borrower doesn't pay the
principal and interest of the loan according to the contrast, then during the loan's overdue period, besides continuing calculating
and collecting loan interest according to the Article 6.3, the lender has the right to collect overdue loan interest during overdue
period. The overdue loan interest is calculated and collected everyday automatically according to one in a thousand of the remaining
of the loan principal from its overdue date


 




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	Trust Loan Contract


 


		7	Repayment



 


		7.1	The lender should repay eatch batch
                                         of trust loan principal and/or interest to the account specified by the lender according
                                         to the contract. Unless otherwise agreed in the contract, the date which the trust loan
                                         principal or interest arrive at the designated account is the actual repayment date.



 


		7.2	The trust loan principal and interest
                                         repaid by the borrower should be remitted to the following account specified by the lender:



Account name: Sichuan Trust Co.,
Ltd.


Deposit bank:


Account number:


If the lender adjusts the above
repayment account, the repayment account should be subject to Paying Notice sent by the lender.


 


		7.3	The money repaying the trust loan comes
                                         from the sales income of the borrower, cash flow produced through processing Standard
                                         Gold of which purity is 99.99% into cash or other capital which can be used to repay
                                         the loan.



 


		7.4	Protection fund



In
accordance with the stipulations in Managing Methods in Trust Protection Fund( China banking no.[2014]50, hereinafter referred
to as “method”) and Notice on the Detailed Items of Trust Insurance Funding and Management and etc.
(China banking no. (2015) 32, hereinafter referred to as “Notice”), after amicable negotiation, an agreement
is reached by both parties that the borrower should fund and delegate the lender to subscribe for the China Trust Protection Fund
(hereinafter referred to as “Protection Fund”), and the subscription will be 1% of the total amount of the trust under
the trust funding plan


 




    	 	16	 



     


    

 


	Trust Loan Contract


 


The subscription
will be conducted in this way:


 


		(1)	when the lender pays each loan, 1%
                                         of the payment will be paid to the special account for protection fund(hereinafter referred
                                         to as “protection fund account”) as subscription for the borrower, and this
                                         subscription will be counted as part of the principal loan.



 


		(2)	After the borrower fund and delegate
                                         the lender to subscribe for the protection fund account, the corresponding rights and
                                         risks to the subscribed protection fund will be enjoyed and undertaken by the borrower;
                                         after the lender is paid the principal and return corresponding to the subscribed protection
                                         fund by the protection fund firm, the lender will give the actual payment from the protection
                                         fund to the borrower, and the lender will not undertake payment on account.



 


The revenue distribution and calculation
of protection fund is subject to the provisions and stipulations of method, notice, relevant laws and regulatory department.


 


		(3)	The items that are not involved in
                                         the agreement on protection fund subscription are subject to the provisions and stipulations
                                         of method, notice, relevant laws and regulatory department. If the agreements are not
                                         complied with the above provisions and stipulations since there are of newly issued or
                                         changed provisions and stipulations, the matters concerned the protection fund subscription
                                         will be conducted in accordance with the adjusted laws or provisions.



 


		8	Loan Guarantee



 


		8.1	The
                                         borrower’s payment obligations for principal and interests of all trust loans as
                                         well as other payables (including but not limited to payment obligations for overdue
                                         interests, default interests, liquidated damages, damage awards, all expenses incurred
                                         for the Lender’s credit realization, and payables by all other borrowers), shall
                                         be guaranteed by the borrower with its legally owned and pledged standard gold, with
                                         the Guarantor offering personal joint liability guaranty. In case the borrower fails
                                         to fulfill or incompletely fulfill principal and interest payment obligations for any
                                         trust loan hereunder or part or all of payment obligations for other payables, or in
                                         case of other default circumstances under this Contract or Gold Pledge Contract,
                                         the Lender shall be entitled to implement the right of pledge for all gold pledged it
                                         will occupy on the occasion, and request the guarantor to bear joint liability guaranty.



 




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	Trust Loan Contract


 


		8.2	The
                                         Company is required to pledge of Au9999 gold as collateral to secure this loan



 


		8.2.1	The borrower shall properly sign
                                         Gold Pledge Contract with the Lender and provide pledged gold in relevant sum
                                         calculated according to pledge rate of such loans as pledge guarantee, and store such
                                         pledged gold into hostage safe box; the specific amount of pledged gold in all batches
                                         shall be subject to Hostage List attached to Gold Pledge Contract (the
                                         quality and quantity of pledged gold are subject to the common verification of the consignor
                                         and PICC Property & Casualty). All hostage lists serve as an integral part of this
                                         Contract with the same legal force. The Lender shall release corresponding trust loans
                                         upon registration of pledge for gold in each batch in accordance with Withdrawal Application;
                                         any batch of pledged gold shall be guaranteed with all payment obligations hereunder.



 


		8.2.2	The amount of each loan. The value
                                         of pledge shall be determined by the lower price between the 30-day average of Shanghai
                                         Gold Exchange AU(T+D) and the Gold Price at 15:30 of the Pledge Gold on previous transaction
                                         day of Pledge Day, and is subject to the pledge rate under 75%.



For the convenience to calculate
the amount of pledge gold, the pledge rate of each loan is calculated separately. The pledge rate is=the rest principal of this
trust loan/( the lower price between the 30-day average of Shanghai Gold Exchange AU(T+D) and the Gold Price at 15:30 of the Pledge
Gold on previous transaction day of Pledge Day,)


 


		8.2.3	The borrower shall properly sign
                                         Insurance Contract with PICC regarding pledged gold upon signature of this Contract
                                         and handle notarial acts, and purchase property insurance from PICC with the borrower
                                         as sole beneficiary for quality, purity, weight and risks on damages, loss, robbery of
                                         pledged gold in related batch (including those added) during the pledge period prior
                                         to delivery of any batch of pledged gold to hostage safe box (i.e. prior to the Lender’s
                                         release of any loan by this Contract), or prior to provision of adding pledged gold to
                                         the Lender by this Contract; the amount of insurance claims = the lower price between
                                         the 30-day average of Shanghai Gold Exchange AU(T+D) and the Gold Price at 15:30 of the
                                         Pledge Gold on previous transaction day of Pledge Day * 85% of weight of this pledged
                                         gold. The insurance period of any batch of pledged gold is one year (inclusive) from
                                         its pledge day, the Lender needs to renew the insurance 1 month before expiry of its
                                         insurance period, which shall be no less than 1 year, and the relevant original copy
                                         of insurance policy is to be kept by the consignor, or the borrower is considered as
                                         default, then the lender is entitled to request the borrower to pay off the principal
                                         and interest of the trust and other payables in advanced due date and take corresponding
                                         responsibilities.



 




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	Trust Loan Contract


 


		8.3	Marking to Market



The basis of calculation of separate
precautions line, the open line and each precaution line of this trust stand the same, namely, the precaution line is 1.2 times
of the pledge price;and the circulation basis of each open line, namely, the open line is 1.173 times of the pledge price. And
in this trust, the lender should take the responsibility to mark the market, and the price is adopted as following:the closing
price of this contract at 15:30 in the previous trading day afternoon of the Shanghai Gold Exchange Standard Gold if there is
no night market, or closing price of this contract at 2:30 on this trading day morning of Shanghai Gold Exchange Standard Gold
if there is night market.


 


		8.3.1	Precaution operations



The lender has the obligation to
cover to the borrower on the decrease of pledge gold price by providing corresponding cash (hereinafter referred to as “additional
margin”). If the gold price falls down below (include) the precaution line, then the lender should inform the borrower immediately
by call, fax, or message to cover with additional margin. The borrower should deposit the additional margin to the trust account
before 10:30 of this trading day, until the total amount of pledge value and the additional cash deposit is 1.2 times of the pledge
price. If it continues to be below the precaution line, the lender will not note. The borrower should keep in contact. If the
lender is unable to timely contact with the borrower for the phone is out of service, or nobody answers, the relevant consequence
will be taken by the borrower.


 




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	Trust Loan Contract


 


		8.3.2	Close
                                         position



 


If the gold price falls down under
(include) the open line of any loan, the borrower should deposit additional margin to the trust account before 10:30 in the morning
of this trading day until the total amount of pledge value mentioned above and the additional cash deposit is 1.173 times the
pledge price, or the lender will inform the consigner and begin the process of pledge disposal in accordance with the consigner’s
order.


 


The borrower confirms that any batch
of the pledge gold under this contract is the guarantee for the entire obligation to pay.


 


8.3.3
If the borrower refuses or failed to deposit the payable additional margin timely as the contract requires, the lender
has the right to claim that all the trust loan under the main contract is early due, and all the interest of the loan should be
early repaid, and requires the borrower to immediately perform all the payment obligation under the main contract, meanwhile lender
is entitled to exercise mortgage to all the pledge gold and use funds gained from realizing hostage to pay off all unpaid payable
amounts of the borrower under the Main Contracts for priority. If the fund is not sufficient to pay off the items above, then
the borrower directly pay lender the rest.


 


If any circumstances mentioned above,
namely pledge preservation delay, not timely or not sufficient additional margin occurs to the pledge gold of any loan, the lender
is entitled to claim that the entire loan under the main contract is early due and exercise mortgage to all the pledge gold, and
has the priority to use funds gained from realizing hostage for compensation.


 




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	Trust Loan Contract


 


		8.3.4	The
                                         additional margin paid by the borrower shall be paid into following bank account of the
                                         Lender:



 


Account Name: Sichuan Trust Co.,
Ltd.


Opening Bank:


Account No.:


 


If the above-mentioned bank account
is needed to be changed, the Lender shall notify the borrower in written 5 working days in advance.


 


		8.3.5	If
                                         the borrower completes all the gold pledge, insurance obligations and corresponding complements
                                         and call margin obligations according to the agreements of this Contract, after the principal
                                         and interest of any sum of loan has been fully paid and the borrower has performed all
                                         the payment obligations corresponded to the loan, the Lender is entitled to decide release
                                         the pledge of corresponding gold provided by the borrower in advance, however, the pledge
                                         rate of this loan shall be below 75% (included) after discharging the gold.



 


		8.4	Warranty



Mr. Jia Zhihong, the actual control
of the Borrower, provides irrepealable joint liability guarantee for all payment obligations under this Contract.


 


		9	Payment



 


		9.1	The
                                         lender and the borrower shall pay relevant taxes and fees in accordance with the provisions
                                         of the law in China.



 


		9.2	Trust
                                         loans cost involved under this contract including but not limited to notary fees, legal
                                         fees, audit fees, rent, insurance fee, registration fee, enquiry fee and service fee
                                         shall be bear and paid by the borrower.



 




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	Trust Loan Contract


 


		9.3	The
                                         borrower under this contract shall pay all the money that should be paid in full and
                                         should not be attached to any claim or limit and shall not have any nature of tax deduction
                                         or withholding under this contract.



 


		9.4	When
                                         the borrower pay a certain sum of accounts payable to the lender according to the provisions
                                         of this contract (including but not limited to breach of contract, damage awards, penalty
                                         interest, interest, principal), if the day of accounts payable is not the day of the
                                         working day of the lender, it will postpone to the next succeeding working day. Trust
                                         loan principal and interest will continue to calculate the interest during expansion
                                         period in accordance with this contract.



 


		9.5	When
                                         the borrower pay a certain sum of accounts payable to the lender according to the provisions
                                         of this contract (including but not limited to breach of contract, damage awards, penalty
                                         interest, interest, principal), the borrower should pay to the account designated by
                                         the lender in the day of the cash payment and send a copy of the payment voucher copy
                                         or the copies of the seal of the unit to the lender on the same day.



 


		9.6	When
                                         the borrower’s repay money is not enough to pay off all the due payable amount
                                         under this contract (including but not limited to the trust loan principal, interest,
                                         default interest, liquidated damages, damages, the cost of the creditor's rights, etc.),
                                         the lender shall have the right to use the money to return the other payables (including
                                         the cost of the creditor's rights, penalty interest, damages, liquidated damages, etc.),
                                         interest and principal and etc. in order.



 


		10	Capital Regulation



 


		10.1	In
                                         order to ensure the trust loans under this contract on the use of the funds in accordance
                                         with the contract is applied, the borrower shall open a loan account by the lender in
                                         the designated bank according to the requirements.



 




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	Trust Loan Contract


 


		10.1.1	Trust
                                         Loans Special Account for Capital Regulation



Account name: Wuhan Kingold
Jewelry Co., Ltd.


Bank: Business Office, Bank of Zhangjiakou


Account No. : 374014169100015


 


The borrower opened the trust loans
account in Zhangjiakou Bank Co., LTD, which is designated by the lender in accordance with the requirements to specially receive
loans under this contract. And Zhangjiakou Bank Co., LTD is in charge of supervising the gold raw material of the borrower. When
the trust fund is allocated from the regulation account, the borrower should provide the regulation bank with the relevant voucher
of gold purchase in Shanghai Gold Exchange in 5 working days, and the regulation bank will check the authenticity; if the borrower
fails to provide the relevant voucher of gold purchase or the voucher is considered to be fake by the regulation bank, or the
usage of the fund is not complied with this contract, the borrower is breaking the contract(default of loan funds usage), the
lender is entitled to request the borrower to pay back the entire trust principal and interest with the designation or the approval
of the consignor and request the borrower to undertake the default as is agreed in this contract.


 


		11	Representations and Warranties matters



 


		11.1	The
                                         borrower make the following statement and guarantee to the lender in the date of this
                                         contract signed , and confirm that the lender conclude the following contract relying
                                         on the representations and warranties, and these statements and guarantee are continuous
                                         effective during the effective period of this contract and the subordinate contracts.



 




    	 	23	 



     


    

 


	Trust Loan Contract


 


		11.1.1	The
                                         established and validly existing enterprise as a legal person according to the laws and
                                         regulations of the People's Republic of China, the borrower system has the right to punish
                                         all its property completely and engage in its business license in the rules of business;
                                         As of each loan issuing date of this contract, the borrower is in normal operation condition.
                                         There is no any existing or reasonable expectations that may lead to the borrower in
                                         the trust loan term cannot continue to operate normally.



 


		11.1.2	The
                                         borrower shall have the right to sign and perform this contract and the relevant financing
                                         documents. All the necessary measures and other action have taken, making it has all
                                         the necessary rights and authorization to sign and perform this contract, which complies
                                         with the firm’s regulation.



 


		11.1.3	Signing
                                         and performing this contract is voluntary by borrowers, is their true meaning, and passes
                                         all the necessary legal authorization. the authorization and authorization to sign and
                                         perform not contrary to the borrower under the articles of association or any laws and
                                         regulations or the contract binding upon the borrower. The formalities that used to sign
                                         and perform this contract by the borrower are to be completed legally and fully effective.



 


		11.1.4	Except
                                         that has disclosed to the lender and the lender in writing to sign for the situation
                                         of the disclosure document records, borrowers did not hide any that has occurred or is
                                         about to occur may make lenders don't agree to grant trust loans under this contract
                                         of the following events:



 


(1) There is no event of default
has occurred by the borrower and no event of default reasonably expected for any withdrawal under this contract ;There is no other
binding agreement or other documents constitute a default under, and may cause serious adverse effects of other events or circumstances;


 




    	 	24	 



     


    

 


	Trust Loan Contract


 


(2) The borrower violate the obligations
that signed by him and other creditors under this credit and debt agreement;


 


(3) Any pending litigation, arbitration,
administrative procedures, judicial execution of the program /or the administrative authority of similar nature/or other legal
process;


 


(4) The borrower and its shareholders,
actual controllers do not have the illegal/unlawful behavior and other events that Can be reasonably expected by the borrower
and its shareholders, actual controllers, their actions fault caused by it in the process of litigation, arbitration and administrative,
judicial and/or administrative organs of the executable program and/or other legal proceedings with similar properties ;


 


(5) The borrower bear debt, contingent
liabilities, or to a third person to provide mortgage, pledge, and other guarantee;


 


(6) Other financial condition
affecting the borrower and solvency.


 


		11.1.5	All
                                         documents, data, reports and documents to the lender for the trust loans under this contract
                                         provided by the borrower are accurate, true, complete and effective;There are no misleading
                                         and no any missing important facts.



 




    	 	25	 



     


    

 


	Trust Loan Contract


 


		11.1.6	The
                                         obligation is the duty of legal and valid under this contract of the borrower and it
                                         has the legally binding; the borrower did not involved any liquidation, dissolution,
                                         merger, division or similar legal process; The borrower did not involved in that has
                                         a significant adverse effect of civil, criminal, administrative litigation or arbitration
                                         proceeding to the borrower's ability that perform this contract.



 


		11.1.7	Whether
                                         the borrower has been or will counter guarantee agreement or similar agreement with the
                                         guarantor for its warranty obligations under this contract. The agreement will not damage
                                         the lender in any of the rights and interests under this contract on the law or fact.



 


		11.1.8	Any
                                         important asset of the borrower is not involved in any enforcement, property preservation,
                                         sealing up, distaining, lien, regulation, or deduct the deposit by financial institutions.



 


		11.1.9	The
                                         borrower promises that its creditor's rights of the guarantor/issuer is inferior to creditor's
                                         rights of the guarantor by the borrower in trust loans surviving period.



 


		11.1.10	The
                                         borrower agrees that the lender inquire the borrower's credit standing in the People's
                                         bank of China and approved by the competent department of credit investigation to establish
                                         credit database or the relevant units and departments and agrees that the lender provide
                                         the borrower information to the People's bank of China and approved by the competent
                                         department of credit investigation to establish credit database. And borrower agrees
                                         that the lender can reasonable use and disclose the borrower’s information for
                                         business needs.



 


The borrower guarantees that they
repay the full specified amount trust loan principal and interest in accordance with the contract on time; The lender shall have
the right to be notified to the relevant department or unit, has the right to make announcement collection through the news media
for borrowers default loan principal and interest of the trust or other default situation.


 




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	Trust Loan Contract


 


		11.1.11	The
                                         borrower promise that they were aware and fully understand the Management Method
                                         and regulatory rules, and guarantee that they will pay full assurance fund amount on
                                         schedule.



 


		11.1.12	The
                                         borrower assures: (1) the propriety and the right to disposal pledge gold, and that the
                                         consideration of pledge gold is paid. The pledge gold is freely circulated and not belongs
                                         to the objects which are forbidden or restricted to circulate by the laws, regulations,
                                         and the national policy. There is no controversy on the ownership of the pledge gold,
                                         or any encumbrances, defect or restriction of right; (2) before the gold is pledged to
                                         the lender, the gold has never been transferred, gifted or pledged in else places, neither
                                         did the borrower sign similar contracts; after the gold is pledged to the lender, the
                                         gold should not be transferred, gifted or pledged in else places, and borrower should
                                         not sign similar contracts. Any behavior that may damage the pledge rights and the right
                                         and interest of lender is prohibited.



 


		11.2	The
                                         borrower hereby further represents and warrants from the day of signing this contract
                                         to the day of all payments are paid off under this contract that will observe each item
                                         stipulated in article 11.1 above statement and guarantee correctly and fully in accordance
                                         with the situation at that time unless the lender in writing to give up.



 


		11.3	The
                                         borrower should undertake to renew the insurance for the pledge gold if meet with the
                                         due date of insurance when settling the pledge gold. The renewal of the insurance duration
                                         will allow the party to settle all the pledge gold.



 


		12	The Agreed Items



 


In addition to the other terms and
conditions of this contract, during the period of the trust loan, the following items will be further agreed between the borrower
and lenders:


 




    	 	27	 



     


    

 


	Trust Loan Contract


 


		12.1	The
                                         lender can check and understand the use of the loan at any time in a variety of reasonable
                                         ways; the borrower have to actively cooperate with the lender to make the lender understand
                                         the usage of the loan and their operating conditions according to the reasonable requirements
                                         of the lender to provide the relevant materials.



 


		12.2	During
                                         the period of the credit loan, without the prior written consent of the lender, the borrower
                                         could not use their legal standard gold to provide a guaranty to other people except
                                         the lender. When the borrower dispose of the major material assets, and change the practical
                                         control right and so on, they should get the written consent of the lender in advance.



 


		12.3	Before
                                         the borrower repay all the trust loan principal and interest under this contract, such
                                         as taking actions like contracting, leasing and the reform of the shareholding system,
                                         joint, combination, merger, division, joint venture, material assets transferring, control
                                         rights transferring, application for closure, application for dissolution, application
                                         for bankruptcy, and other actions which enable to cause the changes of creditors’
                                         rights and debt relations or the influences on the implementation of the creditors’
                                         rights of the lender, they should give written notice to the lender in advance, and obtain
                                         the consent of the lender, at the same time, carry out the liquidation liabilities or
                                         debts in advance, otherwise they can not take the above listed actions.



 


		12.4	The
                                         borrower should ensure that the submitted financial statements to the lender are drawn
                                         up in accordance with Chinese accounting standards.



 


		12.5	The
                                         borrower should promise that they will not dissolute, liquidate, and influence the lender’s
                                         rights and interests before they make the preserved measures on the loan creditor's rights
                                         without the prior written consent made by the lender.



 




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	Trust Loan Contract


 


		12.6	The
                                         repayment order of the debt under the items of this contract is prior to the debts of
                                         the borrower to its shareholders, at the same time, the borrower pledge that they will
                                         not violate the normal repayment order to pay off the other loans preferentially. What’s
                                         more, they will not sign any contract or agreement which will make the trust loans under
                                         this contract lie in a subordinate or inferior position at present and in the future.



 


		12.7	If the following situations occur,
                                         the borrower should notify the lender in 5 business days:



 


		12.7.1	The events, such as major legal
                                         litigation, arbitration or administrative disposal programs or deduction of the deposits
                                         by the financial institutions which influence the lender’s interests;



 


		12.7.2	If any default event appears under
                                         this contract, the borrower should explain the nature and duration, and explain what
                                         action has been taken or what measures will take;



 


		12.7.3	When the borrower is aware of himself
                                         or any important assets having been involved in any legal proceedings or arbitration
                                         proceedings, enforcement or seizure or detainment or other similar measures, the borrower
                                         should inform the lender in written notice according to the provisions of this article,
                                         besides, they should also list the constituted influences or the possible influences
                                         in detail and the remedial measures which have been taken or planned to take;



 


		12.7.4	If the borrower have economic disputes
                                         with a third person for the economic activities or accidental events which affect the
                                         borrower to carry out business activities normally, such as production halts, closure,
                                         the cancellation of registration, revoking the business license, engagement in the illegal
                                         activities of the legal representatives or the principal persons, involving major litigation
                                         activities, appearance of the serious difficulties in the production and business operation,
                                         deterioration of the financial conditions, etc;



 




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	Trust Loan Contract


 


		12.7.5	Any event that may happen or has
                                         happened, which has an effect on the borrower’ normal repayment;



 


		12.7.6	If the borrower need to change the
                                         legal representatives, the authorized representatives, correspondence address, name of
                                         the unit, or the major changes in the financial and personnel aspects, and the changes
                                         in the articles of association of the borrower;



 


		12.7.7	If the guarantor under this contract
                                         appear the situations of production halts, closure, the cancellation of registration,
                                         revoking of the business license, bankruptcy and operating loss, and loss the corresponding
                                         guaranteed capabilities related to this loan partly or completely, the borrower should
                                         timely provide the other guaranteed measures approved by the lender.



 


		12.8	Without the written consent of the
                                         opposite side, both sides should not disclose the opposite side’s business secrets
                                         to third parties, including operating information, management information, technical
                                         information, customers’ information and other business information which can bring
                                         economic benefits and are not known by the public, except that lender provides materials
                                         or discloses information to the agent institutions like law firms, or the lender (beneficiary)
                                         following the laws, regulations, stipulations or the request of competent authority.



 


		12.9	The borrower state here in particular,
                                         once the borrower breach the contract or the borrower do not repay the trust loan principal
                                         and interest stimulated by the contract, and the borrower themselves have no enough property
                                         to repay the debt, with regard to any creditor’s right, receivables, and other
                                         property rights possessed by the borrower in allusion to the third party, the lender
                                         has the preferred subrogation to reimburse rights.



 




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	Trust Loan Contract


 


		13	Events of default



 


		13.1	Any one of the following events shall
                                         form the borrower’ default of this contract:



 


		13.1.1	If the borrower appear the big earnings
                                         volatility and significant legal litigation which affect the abilities of the borrower
                                         to perform the obligations under this contract;



 


		13.1.2	If the borrower violates the provisions
                                         of this contract, without the written consent of the lender, arbitrarily uses or transfers
                                         loan funds in the special account;



 


		13.1.3	If the borrower fails to repay the
                                         credit loan principal and interest, overdue interest, default interest, liquidated damages
                                         and any other payables in accordance with the provisions of this contract, the cognizance
                                         of such default is applicable to any loan. That is to say, the delay or under pay of
                                         any loan’s principal and interest, overdue interest, penalty interest, liquidated
                                         damages and any other payables under this contract shall constitute a fundamental default
                                         of this contract, and the lender have the right to take measures according to the article
                                         14;



 


		13.1.4	If any important asset of the borrower
                                         has been involved in any enforcement, sealing up, distrain, lien, regulated measures
                                         or similar measures;



 


		13.1.5	If the borrower do not totally disclose
                                         all the debts connected with the company, such as the lender’ compulsory enforcement
                                         by other creditors’ applying to the people’s court due to the borrower or
                                         other persons’ debts, the borrower shall bear the liability for default of the
                                         contract, and pay liquidated damages to the lender according to five percent of the total
                                         trust loans’ principal.



 




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	Trust Loan Contract


 


		13.1.6	Any representation or warranty made
                                         by the borrower under the items of this contract is incorrect, untrue, misleading, violated,
                                         or the representation or warranty has been proved to be incorrect, untrue, misleading,
                                         and violated when they are made or considered to be made, and has caused that the reasonably
                                         expected trust loan principal and interest can not be fully repaid.



 


		13.1.7	Because of the changes in the laws
                                         or the executive orders of any government, the business situations of the borrower or
                                         any of their important assets have changed significantly or possible events or situations
                                         which may lead to the big changes. However, the changes, events, or situations have been
                                         considered by the lender reasonably to have constituted or possibly constitute the significant
                                         adverse impacts on the borrower’ repaid capabilities under the items of the contract;



 


		13.1.8	The borrower do not materially comply
                                         with or perform any one of its commitments and obligations under the items of this contract;



 


		13.1.9	Without the written consent of the
                                         lender, the borrower sets the guaranteed interests on the fixed assets formed by main
                                         assets or the trust loans under the items of this contract happened some events which
                                         have produced significant adverse impacts on the performed capabilities on the obligations
                                         under the items of this contract;



 


		13.1.10	The borrower are ordered to terminate
                                         the business due to going out of business, dissolution, cancellation, closure of the
                                         business, bankruptcy and other reasons;



 


		13.1.11	The borrower’s legal representatives
                                         or the principal persons escape, disappear, suspect of a crime, and be taken compulsory
                                         measures;



 


		13.1.12	The borrower or the guarantor have
                                         involved in or is about to involve in major litigation, arbitration, and other legal
                                         disputes;



 


		13.1.13	The borrower appears some big events
                                         or situations of default which fail to perform the borrowing or financing made with other
                                         financial institutions or the obligations of guaranty contracts, etc.;



 




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	Trust Loan Contract


 


		13.1.14	Without the lender’s consent,
                                         the borrower change the purpose of the loan arbitrarily, or use the loan to proceed illegal
                                         and improper trading;



 


		13.1.15	The borrower uses the false contract
                                         with the related party to discount or pledge to the banks, and withdraw the bank capital
                                         illegally or extend the credit based on the creditors’ rights like receivables
                                         and notes receivable which have no real trade backgrounds;



 


		13.1.16	The borrower who refuses to accept
                                         the supervision and inspection of the lender on the usages of the loans and the related
                                         business financial activities;



 


		13.1.17	The borrower appears situations
                                         of the major merger, acquisition and reorganization, transfer of equity, and the sale
                                         of real estate, etc., which have affected or may affect the loan security.



 


		13.1.18	The borrower deliberately evades
                                         the debts of financial enterprises through the related party transactions;



 


		13.1.19	Other situations considered by
                                         the lender which can lead to the failure to repay the loan principal and interest on
                                         time under the items of this contract;



 


		13.1.20	Other defaulted behaviors according
                                         to the relevant laws and regulations of this contract.



 


		13.2	If the guarantor appears one of the
                                         following circumstances, the borrower shall be considered to default under this contract,
                                         and the lender shall have the right to take relieved measures stipulated by this contract:



 




    	 	33	 



     


    

 


	Trust Loan
    Contract


 


		13.2.1	The guarantee which are not established,
                                         inactive, invalid, being dismantled and lifted under the items of this contract; the
                                         guarantors default or clearly indicate or show that they will not fulfill the guaranteed
                                         responsibility; or the guarantor or warrantor loss part or all of the guaranteed qualifications;
                                         the collateral value reduces or appear some other changes; what’s more, within
                                         the time schedule made by the lender, the borrower does not supple according to this
                                         contract’s stipulation or fail to timely provide new collateral or take other preserved
                                         measures of creditors’ rights approved by the lender;



 


		13.2.2	The borrow underwrites insurance
                                         for the pledge gold and renew in time, which is not in accordance with the contract;



 


		13.2.3	The guarantor do not substantially
                                         comply with or carry out any commitment or obligation under the items of the guarantee
                                         files; or any representation or warranty made by the guarantor under the items of the
                                         guarantee files is incorrect, untrue, misleading, violated; or the representation or
                                         warranty has been proved to be incorrect, untrue, misleading, and violated when they
                                         are made or considered to be made.



 


		13.3	Cross default



The guarantor who appears the below
or any kind of situation in the agreement of 13.1 or 13.2 in this contract shall be regarded as the borrower’s default of
this contract, and the lender has the right to call in the loan ahead of the contract’s schedule and require the borrower
to take the defaulting responsibilities:


 


		13.3.1	Any loan, financing or debt has
                                         defaults;



 


		13.3.2	Any guarantee or similar obligation
                                         is not performed;



 


		13.3.3	Failing to perform or violate the
                                         relevant debt guarantees and other legal documents or contracts having similar obligations;



 


		13.3.4	Appearances of the situations being
                                         unable to repay the expiring debtor borrowing/financing;



 




    	 	34	 



     


    

 


	Trust Loan
    Contract


 


		13.3.5	Bankrupt which has been declared
                                         or is about to be declared through the legal procedure;



 


		13.3.6	Transferring the assets or property
                                         to other creditors;



 


		13.3.7	Other situations which endanger
                                         the safety of loan principal and interest under this contract.



 


		14	Liabilities for default



 


		14.1	If one or several default items occur
                                         listed in article 13 of this contract, the lender has the right to take one or more remedial
                                         measures according to the actual situation of the borrower’ default. The borrower
                                         should bear the corresponding responsibilities for default of the contract.



 


		14.1.1	If the borrower fails to fully repay
                                         any loan’s principal and interest or the other payables in time under the items
                                         of this contract in accordance with the stipulation of this contract; or fail to fully
                                         supply any additional gold pledge and margin in time, or fail to timely buy insurance
                                         or extend insurance time limit for any pledged gold; and fail to correct the defaulting
                                         behaviors and remedy according to the requirements of the lender within the time limit
                                         specified by the lender, the lender shall have the right to declare all trust loans under
                                         the items of this contract expire in advance immediately, and withdraw all the trust
                                         loans’ principal balance and the unpaid part in all the interest payable according
                                         to the calculation stipulated by this contract, overdue interest, penalty interest, liquidated
                                         damages and any other payables in advance from the lender, and the immediate recourse
                                         to the borrower through various forms.



 




    	 	35	 



     


    

 


	Trust Loan
    Contract


 


		14.1.2	If the borrower violates the provisions
                                         of this contract without the consent of the lender, and arbitrarily use or transfer the
                                         loan funds of special accounts, the lender shall have the right to take back all or part
                                         of the loan ahead of schedule. At the same time, from the date of arbitrarily use (transfer)
                                         of the loan, according to the amount of the use (transfer) and actual days of the use
                                         (transfer), the lender shall calculate and collect the penalty interest from the borrower
                                         in the light of the thousandth of the use (transfer) fund every day, until the borrower
                                         returns all the use (transfer) funds to the lender. The lender’s collecting penalty
                                         interest from the borrower shall not influence the lender’s any other rights under
                                         the items of this contract.



 


		14.1.3	During the period of the trust loan,
                                         if the Borrower fail to pay interest within the time limit prescribed in this contract,
                                         as to the overdue interest part, during the overdue period, the Lender shall have the
                                         right to add one thousandth penalty interest every day on the basis of the original overdue
                                         loan interest stipulated in article 6.4 from the overdue date.



 


		14.1.4	If the Borrower fails to repay the
                                         trust loan principal according to the stipulation of this contract, as for the overdue
                                         part of the trust loan principal, during the overdue period, the Lender shall have the
                                         right to add one thousandth penalty interest every day on the basis of the original overdue
                                         loan interest stipulated in article 6.4 from the overdue date.



 


		14.1.5	According to the provisions of this
                                         contract or guaranteed documents, it requests the Guarantor to bear guaranteed responsibilities,
                                         including the ways of selling off and auctioning the pledged gold, the borrower’
                                         agreement on the discount of the pledged gold, or entrust the members in Shanghai Gold
                                         Exchange to sell the pledged gold at the market price in the open gold market to perform
                                         the right of pledge, or requests the Guarantor to bear the joint guaranteed responsibilities.



 


		14.1.6	Other remedial measures stipulated
                                         by the relevant laws and regulations and this contract.



 




    	 	36	 



     


    

 


	Trust Loan
    Contract


 


		14.2	After the Lender took the default
                                         measures stipulated by the preceding articles, the Borrower still cannot make up for
                                         the loss to the Lender, and they have the right to continue to pursue of recovery to
                                         the Borrower about the failing repay part.



 


		14.3	Because of any party’s default
                                         making the opposite party adopt the litigated ways to realize the creditors’ rights,
                                         the default party should bear the reasonable costs paid by the opposite party, including
                                         but not limited to legal fares, property preservation fee, auction fee, attorney fees,
                                         travel expense, copying charge, and printed materials fees, etc.



 


		15	Special stipulations



 


		15.1	When the news media, such as the documents,
                                         newspapers or web sites sponsored by the state council and its ministries and commissions,
                                         provincial government (including the municipalities directly under the central government
                                         and autonomous regions), the people's bank of China, China banking regulatory commission
                                         and other financial regulatory institutions, report the industrial policies of the state’s
                                         prohibition or restriction on the investment of the related industries or series of enterprises,
                                         the lender could suspend, discontinue, and terminate the debts’ issue or recover
                                         the loan ahead of schedule to the borrower of the related industries or series of enterprises.



 


		15.2	The borrower agrees that the lender
                                         could use and save credit information because of the loan application and post-loan management
                                         query.



 


		15.3	The reasons, such as the irresistible
                                         forces, stoppages of the communications or network, or system faults of the lender, lead
                                         to the failures to issue loans or conduct the payments in accordance with the stipulations
                                         of this contract, the Lender shall not take the responsibility, but should promptly notify
                                         the borrower to take remedial measures.



 




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	Trust Loan
    Contract


 


		16	Supplement, Modification and Transfer
                                         of the contract



 


		16.1	After the contract entries into force,
                                         the parties can modify or supplement the contents of the contract on the basis of consensus.
                                         If the provisions of the contract are inconsistent with the regulations of the law, a
                                         supplementary contract should be timely consulted and signed to perfect the contract.
                                         For matters not covered in this contract, both parties can sign a supplementary contract.
                                         The supplementary contract is an integral part of this contract, and it has the same
                                         legal effect as the contract. If the supplementary contract is in conflict with the contract,
                                         the supplementary contract shall prevail. In this contract, when this contract is mentioned,
                                         any effective revisions and supplements to this contract should be included.



 


		16.2	Without the written consent of the
                                         Lender, the borrower may not transfer any rights and obligations under this contract.



 


		16.3	The lender is entitled to transfer
                                         the rights and obligations under this contract to any other party without the agreement
                                         of the borrower, however the borrower should be informed about this.



 


		17	Notices



 


		17.1	unless there are other provisions
                                         in the contract, otherwise, all notices between the two parties under the terms of the
                                         contract shall be in written form, which can be delivered by people, registered letters,
                                         express mail service, and fax can be as an auxiliary way, however, it must have a supplementary
                                         delivery according to the agreed ways in the contract. The notices on the following dates
                                         shall be deemed to be the dates of service:



 




    	 	38	 



     


    

 


	Trust Loan
    Contract


 


		(1)	The notices delivered by people
                                         are an effective delivery on the delivery date.



 


		(2)	The notices delivered by registered
                                         letter (postage paid) are effective delivery on the seventh day after they are delivered
                                         (as indicated by the postmark).



 


		(3)	`The notices issued by express
                                         mail service (postage paid) are effective delivery in the third days after being delivered
                                         (as indicated by the postmark).



 


		(4)	The notices sent by fax are effective
                                         after they are delivered.



 


		(5)	Using the above methods to send
                                         notices at the same time, the fastest one reaches the receiver is effective.



 


		17.2	The notices under this contract shall
                                         be delivered according to the following address; if some changes need to be done, the
                                         party who wants to change shall notify the other party in written way and three working
                                         days in advance. The losses caused by the failure to notice in time are bore by the party
                                         who changes the correspondence address or the contact ways.



Lender: Sichuan Trust Co., Ltd.


Correspondence address: Room B1511,
Oumei Center, EAC, Hangzhou City.


Postcode: 310000


Telephone numbers: 0571-85238957


Fax: 0571-85238957


Recipient: Zhu Pan


 


Borrower: Wuhan Kingold Jewelry
Co., Ltd.


Correspondence address: Special
No. 15 of Huangpu Science and Technology Park, Jiang’an District, Wuhan City


Postcode: 430023


Tel:


Fax: 027-65694777


Recipient: Hu Qiao


 




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	Trust Loan
    Contract


 


		18	Grace and Partial invalidity



 


		18.1	The lender does not or delay exercising
                                         any rights under this contract shall not be deemed to give up such rights, who exercises
                                         such rights alone or in part should not be rid of using any other way or exercising such
                                         rights further or other rights.



 


		18.2	The rights and remedies stipulated
                                         in the contract are cumulative and any rights or remedies of the lender endowed by laws
                                         do not being ruled out.



 


		18.3	A provision or some portions of one
                                         provision in this contract are now or in the future will become invalid, the invalid
                                         provision or the invalid portions do not affect the validity of the contract, the other
                                         terms of the contract and other contents of the provision.



 


		19.	Compulsory
                                         execution notarization



 


With the confirmation of the borrower and
the lender, both parties have complete understanding on the meaning, content, procedure, responsibility and effect of the laws,
rules, regulations have on compulsory execution effect and executive certificate. The borrower and the lender conduct notarial
process on this contract and enforce it with effect after signing this contract with consent. The borrower does not have disagreement
on the obligations under this contract. If the borrower does not or not fully perform his obligation under the main contract,
or the borrower does not or not fully perform his obligation under this contract, or when the hostage is realized as is agreed
in this contract happens, the lender is entitled to apply the people’s court with jurisdiction for compulsory execution
with this contract and executive certificate under notarization. The borrower should accept the compulsory execution and abstain
the right to defend on his own accord. The cost for compulsory execution process is assumed by the borrower.


 




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		20.	Other matters



 


		20.1.	This contract is effective after
                                         the legal representatives or authorized representatives of both parties signed or sealed
                                         and stamped with official seal and special seal for contractual use, and it terminates
                                         until trust loan principal, interest, penalty interest, liquidated damages and all the
                                         other obligations of payment have been fulfilled.



 


		20.2	If both parties produce differences
                                         to the provisions of this contract and that has come to the “significant”,
                                         “substantial”, “serious” standards and so on, the lender's interpretation
                                         shall prevail.



 


		20.3	When disputes arise during the performance
                                         of this contract, and they can be resolved through consultation, if it doesn’t
                                         work, either party shall file a lawsuit to the people's court having jurisdiction over
                                         the place where the lender has his domicile. During the proceeding, the terms that do
                                         not involve the dispute in the contract shall still be fulfilled.



 


		20.4	The contracts, memos, commitments
                                         and other binding legal documents which have come into force signed by the borrower or
                                         Lender on the matters under this contract shall be an integral part of this contract.



 




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	Trust Loan
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		20.5	Once the contract has been signed,
                                         it shows that the two parties have read this contract in full and detail, do not have
                                         any doubt and ambiguity on all terms in the contract, and have accurate and correct understanding
                                         on relevant rights, obligations and responsibilities of both parties.



 


		20.6	This contract has six original copies,
                                         two copies belong to the lender, and one copy is kept by the borrower, and the rest are
                                         used for conducting notarization and other procedures, and each one has the same legal
                                         effect.



 


		20.7	Loan application form, IOU, and other
                                         relevant documents and data provided by the borrower are integral parts of this contract.



 


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left blank.)


 




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(No text in this page, signing page of No.
SCXT2016(DXD)Zi. No. 168-2 Trust Loan Contract)


 


When signing this Contract, both parties read
and know all the articles in this Contract, have no objection, and accurately understand all legal implications of all articles
related to legal relations, related rights, obligations and responsibilities between both parties.


 


The lender: Sichuan Trust Co., Ltd.(Seal)


 


Legal Representative or Authorized Representative
(Signature or Seal):


 


The borrower: Wuhan Kingold Jewelry Co., Ltd.
(Seal)


 


Legal Representative or Authorized Representative
(Signature or Seal) :


 


Sign Date: Month        Day        ,
2016


 


Place of signing: Chengdu


 




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