Exhibit 10.40


 


Contract No.: ZI Trust
[2016 trust 326] No. (2)


 


Assembled Funds Trust
Plan of Zhongjiang International·Yinhe 221 Kingold Jewelry


 


Trust Loan Contract


 


Zhongjiang International
Trust Co., Ltd


 




     


     


    

 


Trust Loan Contract


 


Lender (Party A): Zhongjiang International
Trust Co., Ltd


 


Address: 6F of International Financial
Center, No. 88, Beijingxi Road, Nanchang city, Jiangxi province


 


Legal Representative: Qiu Qiang


 


Phone Number: 0791-86304500


 


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


 


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


 


Zip Code: 430023


 


Legal representative: Zhihong Jia 


 


Phone Number: 027-65694977


 


Whereas:


 


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


 


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


 


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


  


Article 1 Definitions and explanation


 


1.1 Definition


 


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


 


Contract: the
Contract ZI Trust [2016 trust 326] No. (2) Trust Loan Contract between Zhongjiang International Trust Co., Ltd and Wuhan Kingold
Jewelry Co., Ltd. and any other effective revisions and annexes.


 


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


 




     


     


    

 


Expiration Date
of Loan: if the period is fixed, the date of expiry shall be determined as follows: if the period is 6 months since January
1, 2014, the date of expiry shall be July 1, 2014, i.e. the agreed date of expiry which is 6 months after January 1, 2014. If some
day doesn’t exist after several months, then the date shall be the end of that month after several months.


 


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


 


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


 


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


 


Pledgor: Wuhan
Kingold Jewelry Co., Ltd.


 


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


 


 Gold Pledge
Agreement: Gold Pledge Agreement between Zhongjiang International Trust Co., Ltd and Wuhan Kingold Jewelry Co., Ltd. signed
by Party A and Pledgor and any amendments or supplements.


 


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


 


1.2
Explanation


 


The words used in this
Agreement like “of this Agreement”, “in this Agreement”, “mentioned in the Agreement”, “under
this Agreement” and any other words with similar words shall be referred to all parts of the Agreement and the Agreement
as a whole, but not referred to any specific part or term.


 


The title of term in
the Agreement shall not be deemed to include all the contents under the relevant term or to explain the relevant term or the Agreement.


 


Article 2 Loan


 


2.1 Loan Amount


 


The amount of loan under
the Contract is one point Four Hundred Million Yuan, or RMB 400,000,000.00, in multiple allocations. The specific amount of each
allocation of loan shall follow the amount specified on the certificate of indebtedness of loan. 


 




     


     


    

 


2.2 Usage


 


Party B shall use the loan
for supplementary liquidity needs.


 


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


 


2.3 Length of Maturity


 


The loan under this
Contract is issued in allocations. The life of loan of each allocation of loan is 24 Months, calculated since its respective Issuance
Date of Loan.


 


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


 


Article 3 Interest Rate, Payment of
Interest 


 


3.1 The trust is calculated
since the interest begins, and the interest should be paid quarterly. The borrower should pay interest at the 7th day
of the last month of every quarter during this trust.


 


a) If average Au9999
gold closing price in SGE in 20days before due date is under 395RMB/g, then the annual interest rate of this quarter is 8.75%


 


b) If average
Au9999 gold closing price in SGE in 20days before due date equals to or is higher than 395RMB/g, then the annual interest rate
of this quarter is 9.5%


 


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


 


Article4 Issuance of Loan


 


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


 


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


 


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


 




     


     


    

 


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


 


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


 


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


 


(6) The balance pledge
rate calculated under Gold Pledge Agreement Pledged is not higher than 75%, the above mentioned pledge procedure has been processed,
the pledge gold has been secured in the safe of China Industry and Commerce Bank Hubei Branch Wuhan Shuiguohu site, the property
insurance of the pledge gold with Party A as the first beneficiary has been bought (mainly theft and robbery insurance, insurance
term is not shorter than the last loan maturity date, and the insurance company should specify in the special agreement list of
the insurance slip that it bears insurance responsibility of the quality and weight of the pledge gold);


 


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


 


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


 


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


 


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


 


(12) Other requirements
by Party A.


 


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


 


Bank Name:


Account Number:


Account Name: Wuhan
Kingold Jewelry Co., Ltd


 




     


     


    

 


Article 5 Repayment


 


5.1 Principal of Repayment


 


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


 


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


 


5.2 Repayment of Principal
and Interest


 


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


 


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


 


Bank name:


Account number:


Account name:


 


Article 6 Warrant of Loan


 


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


 


Pledge: Party B provides
pledge guarantee with its inventory of gold with standard not lower than Au9999. Under the presumption of principal pledge rate
no higher than 75%, the gold amount that should be pledged is calculated basing on the Au9999 closing price of Shanghai Gold Exchange
on the day prior to pledgor date. The details are specified in the Gold Pledge Agreement.


 


6.2 For the details
about all warrant ways under Article 6.1, the provisions of the warrant agreements such as Guaranty Agreement and Gold Pledge Agreement
prevail.


 


Article 7 Rights, Obligations, Representations
and Warranties of Party A


 


7.1 Rights of Party
A


 


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


 




     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7.2 Obligations of Party
A


 


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


 


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


 


(3) Issue the trust
loan under the loan agreement to party B, and keep compliance to the obligations under this loan agreement.


 


7.3 Representations
and Warranties of Party A


 


Representations and
Warranties of Party A are as follows:


 


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


 




     


     


    

 


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


 


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


 


Article 8 Rights and Obligations of
Party B


 


10.1 Rights of Party
B


 


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


 


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


 


 8.2 Obligations
of Party B


  


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


 


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


  


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


 


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


 




     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     


     


    

  


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


 


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


 


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


 


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


 


Article 9 Representations and Warranties
of Party B


 


Representations and
warranties of Party B are as follows:


 


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


 


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


 


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


 


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


 


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


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


2) litigations, arbitrations
and other disputes;


4) its debt and debt
guarantees;


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


 




     


     


    

 


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


 


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


 


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


 


Article 10 Responsibility of Default


 


10.1 Default Situations


 


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


 


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


  


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


 


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


 


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


 


5) Transfer assets or
withdraw funds to evade debt;


 


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


 


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


 


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


 


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


 




     


     


    

 


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


 


10.2 Default Remedies


 


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


 


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


 


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


 


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


 


4) Exercise guarantee
rights;


 


5) Regarding other projects
between Party B, its Guarantor, their related parties and Party A, declare the debt under such project is due immediately, and
address, exercise the pledge or other guaranty rights under such project, the balance after paying the debt due under such project
(if any) can be used to pay for the balance, interest and related payments under the Contract. The Gurantor recognizes and agrees
with this matter under Guaranty Agreement, and Guaranty Agreement prevails ;


 


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


 


Article 11 Amendment and Termination
of Contract


 


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


 


Article 12 Notarization of Compulsory
Execution


 


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


  


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


 




     


     


    

 


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


 


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


 


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


 


Article 13 Notification and Delivery


 


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


 


13.2 Contact information
of both parties:


 


Party A: Zhongjiang
International Trust Co., Ltd


Mailing Address: 6F
of International Financial Center, No. 88, Beijingxi Road, Nanchang city, Jiangxi province


Zip Code: 330046


Contact Person: Liu
Kun


Phone Number: 0791-86304500


Fax Number: 0791-86304495


 


Party B: Wuhan Kingold
Jewelry Co., Ltd.


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


Zip Code: 430023


Contact Person: Huang
Yi


Phone Number: 027-65694977


Email: webmaster@kingold.com.cn


 




     


     


    

 


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


 


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


 


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


 


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


 


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


  


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


 


Article 14Supplementary Provisions


 


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


 


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


 


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


 


14.4 The agreements
in the Contract include Representations and Warranties specified in this Contract, and any violation of these Representations and
Warranties are treated as breach of Contract.


 


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


 


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


 


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


 




     


     


    

 


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


 


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


 


(Signature page follows)


 




     


     


    

  


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


 


Party A: /s/ Zhongjiang
International Trust Co., Ltd


Legal Representative/Authorized
Representative:


 


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


Legal Representative/Authorized
Representative:


  


Contract signed on:


Contract signed in:
Changsha City of Hunan Province