Exhibit
10.13


 


Loan Contract by and between AVIC Capital
Investment Management (Shenzhen) Co., Ltd and 

Wuhan Kingold Jewelry Co. Ltd.


 


Date


 




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Table of Contents


	Article I Definition	3
	Article II Loan Amount	4
	Article III Intended Use of Loan and Supervision	4
	Article IV Loan Term	4
	Article V Interest Rate, Arrangement Fee, Interest Accrual, Interest Settlement, Interest Payment and Default Interest	4
	Article VI Loan Issuance	5
	Article VII Repayment	6
	Article VIII Loan guarantee	6
	Article IX Party A’s Rights and Obligations, Representations and Warranties	7
	Article X Party B’s Rights and Obligations, Representations and Warranties	7
	Article XI Default Liabilities	9
	Article XII Contract Alteration and Termination	11
	Article XIII Applicable Laws and Dispute Solution	11
	Article XIV Compulsory Execution Notarization	11
	Article XV Notification and Delivery	12
	Article XIV Other Issues	13


 




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Loan Contract


 


The Lender (Party A): China Aviation Capital
Investment Management (Shenzhen) Co., Ltd.


Residence: Room 201, Building A, 1# First
Qianwan Road, Qianhai Hong Kong - Shenzhen Cooperation Zone, Shenzhen City


Business Address: 3906# Times Square Excellence,
Futian Centre, Shenzhen City


Post Code: 518017


Legal Representative: Mingsheng Cai


 


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


Residence: 15# Huangpu Science and Technology
Park, Jiang’an District, Wuhan City


Post Code: 430023


Legal Representative (Responsible Person):
Zhihong Jia


Fax: 027-65694977


Telephone: 027-65694977


 


Whereas:


 


Party A is a limited
liability company validly existing and established under the laws, and Party B is an incorporated company validly existing and
established under the laws; both parties hereto conclude and sign the Contract for mutual compliance and execution through negotiation
according to relevant laws and regulations.


 


Article I Definition


 


Unless otherwise specified
in the Contract or explained in the context, the terms and definitions in the Contract should have the same implications as those
in other documents concerned.


 


1.1 The Contract: it
refers to the Loan Contract (Contract No.: 2016-jh-01) concluded and signed between Party A and Party B as well as any valid
revision and supplementation concerned.


 


1.2 Loan Issuance Date:
for each installment, it refers to the date when Party A issues the loan to Party B as agreed in the Contract, specifically the
date indicated in the Loan Receipt corresponding to the loan. In case the initial Loan Issuance Date is inconsistent with
the effective date of the Contract or a certain subsequent Loan Issuance Date is inconsistent with the actual capital appropriation
date corresponding to the loan, the effective date of the Contract or the actual capital appropriation date corresponding to the
subsequent loans should be regarded as the Loan Issuance Date.


 


1.3 Loan Expiry Date:
it refers to for each installment, the expected expiry date of this installment under the Contract, or the accelerated expiry date,
or the extended expiry date.


 


1.4 Interest Settlement
Date: it refers to Month Day, Month Day, Month Day, of each calendar year and the loan expiry date. The Interest Settlement Date
should not be postponed.


 


1.5 Interest Payment
Date: it refers to each Interest Settlement Date, and in case the Interest Settlement Date is a non-Business Day, the Interest
Payment Date should be postponed to the next Business Day.


 


1.6 Month: for each
installment, it refers to the loan month calculated from the Loan Issuance Date or the date corresponding to the monthly Loan Issuance
Date (including the current date; if no corresponding date in this month, it refers to the last day of current month) to the date
corresponding to the Loan Issuance Date of the next month (including the current date; if no corresponding date in this month,
it refers to the last day of current month). The specific start date should be consistent with the date indicated in the Loan
Receipt corresponding to this installment.


 




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1.7 Year: for each installment,
it refers to a loan year when the loan is issued for twelve months since the loan issuance.


 


1.8 Pledgor: it refers
to Wuhan Kingold Jewelry Co., Ltd.


 


1.9 Gold pledge contract:
it refers to the Gold Pledge Contract (Contract No.: 2016-jh-02) concluded and signed between Party A and the Pledgor.


 


1.10 Yuan: it refers
to RMB.


 


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


 


Article II Loan Amount


 


The total amount of
the loan under the Contract is RMB SIX HUNDRED MILLION ONLY (¥600,000,000.00).


 


Article III Intended Use of Loan and
Supervision


 


3.1 The
loan under the Contract should be used for supplementing the circulating fund of Party B. Party B should strictly utilize the
loan under the Contract as specified, and should not change the intended use of the loan without obtaining the written
consent from Party A in advance. Moreover, Party B should not utilize the loan for fixed asset investment, equity investment,
securities investment, land banking, real estate development, and so on, or for other projects violating national laws &
regulations and policies.


 


Article IV Loan Term


 


4.1 The loan under the
Contract is issued by installment, and the amount of the first loan is RMB TWO HUNDRED AND NINETY MILLION ONLY (¥290,000,000.00),
and the corresponding loan term should be twenty-four months since each Loan Issuance Date.


 


4.2 In case of any condition
agreed in the Contract, Party A has the right to announce the accelerated expiry of all or part of the loans.


 


Article V Interest Rate, Arrangement
Fee, Interest Accrual, Interest Settlement, Interest Payment and Default Interest


 


5.1 Interest rate


 


The interest rate under
the Contract is the annual interest rate, namely 7.5%/year.


 


5.2 Arrangement fee


 


The arrangement fee
under the Contract is 3% of the total amount of the loan, and should be paid by Party B to Party A within one month since the initial
Loan Issuance Date.


 


5.3 Interest accrual


 


The loan interest should
be calculated since the Loan Issuance Date according to the actual amount and the actual loan days. The interest of the loan under
the Contract should be daily calculated: daily interest rate = monthly interest rate/30 = annual interest rate/360. Daily interest
payable of Party B = current loan balance x [7.5%]/360.


 


5.4 Interest settlement 


 


The loan interest for
the period from the Loan Issuance Date (including) or the previous Interest Settlement Date (including) to current Interest Settlement
Date (excluding) should be calculated on the corresponding Interest Settlement Date under the Contract, and the last Interest Settlement
Date of the loan under the Contract should be the principal repayment date of the loan under the Contract, and both the principal
and the interests accrued should be paid off on that day.


 




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5.5 Interest payment


 


Party B should pay the
corresponding loan interest as scheduled at a full amount on each Interest Payment Date. In case of installment loan issuance,
the corresponding interest should be independently calculated and paid for each installment as follows:


 


The interest payable
of Party B on each Interest Payment Date in the first year of the loan issuance = ∑ daily loan balance during the period from
the Loan Issuance Date (including) or the previous Interest Settlement Date (including) to current Interest Settlement Date (excluding)
×[7.5]%/360; The interest payable of Party B on each Interest Payment Date in the second year of the loan issuance = ∑
daily loan balance during the period from the Loan Issuance Date (including) or the previous Interest Settlement Date (including)
to current Interest Settlement Date (excluding) ×[7.5]%/360


 


5.6 Default interest


 


(1) In case Party B
fails to utilize the loan as agreed, for the part of the loan, not utilized as agreed in the Contract, the interests accrued should
be collected at double original interest rate since the date of loan utilization change.


 


(2) In case Party B
fails to repay the loan as scheduled, for the unpaid loan, the interests accrued should be daily collected at the interest rate
of 1‰. In case the interests accrued are not paid as scheduled, the compound interests should be collected according to
above default interest rate.


 


(3) The original interest
rate refers to the applicable interest rate before the loan expiry date (including the accelerated expiry date or the extended
expiry date).


 


(4) In case the loan
is overdue and is not utilized as agreed in the Contract, the higher default interest rate should be taken to calculate the interests
accrued.


 


Article VI Loan Issuance


 


6.1 Only when the following
conditions can be met, Party A has the obligation to issue the loan agreed in the Contract to Party B:


 


(1) Party B and other
parties concerned should have provided their necessary and legally valid internal and/or external approval and authorization documents
for relevant issues according to validly existing laws & regulations, articles of incorporation or other organization documents;


 


(2) Such transaction
documents as the Contract, the Gold Pledge Contract and the Guaranty Contract should have been signed and
come into effect;


 


(3) The notarial procedure
for the compulsory execution of the Contract, the Gold Pledge Contract and the Guaranty Contract should have been
completely handled;


 


(4) The pledge registration
procedure should have been completely handled, and the pledged gold should have been sealed and stored in the safe deposit box
of Wuhan branch of Industrial Bank Co., Ltd.


 


(5) All pledged objects
should have been insured to the People’s Insurance Company of China (PICC), and PICC should have issued the insurance contract
in which Party A is the first beneficiary;


 


(6) As of the Loan Issuance
Date, all representations and warranties made by Party B in Article 10 of the Contract should be truthful, accurate and valid,
and the financial condition of Party B should be basically as the same as that at the contract signing, without any significant
adverse change;


 


(7) As of the Loan Issuance
Date, the loan issuance by Party A to Party B according to the Contract should not violate any laws & regulations or any stipulation
of the supervision department;


 


(8) The business condition
of Party B (including but not limited to the financial condition) should not have any substantial change which may bring significant
adverse influence on the transactions under the Contract;


 




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(9) The loan under the
Contract should not be prohibited or restricted by any law, regulation, rule or other normative document, or any supervision organization;


 


(10) Other conditions
required by Party A.


 


6.2 Party A should,
within [three] days after all preconditions specified in Article 6.1 are met (except that one or more preconditions are clearly
exempted by Party A), issue the loan to the following account of Party B:


 


Deposit Bank:


Bank Account:


Account Name: Wuhan
Kingold Jewelry Co. Ltd.


 


Article VII Repayment


 


7.1 Repayment principle


 


Any repayment from Party
B under the Contract should be firstly for the interest accrued and then for the principal, but Party A has the right to use the
repayment from Party B to pay various expenses that should be borne by Party B but is advanced by Party A and the expenses for
realizing the creditor’s right of Party A.


 


In case the repayment
from Party B is not enough to settle the due payable for Party A under the Contract (including but not limited to loan principal,
interest, default interest, compound interest, default penalty, damage compensation, expense for realizing the creditor’s
rights of Party A and other accrual expenses), Party A has the right to determine the repayment sequence of loan principal, interest,
and so on.


 


7.2 Principal and interest
repayment


 


Party B should pay the
due interest to Party A on each Interest Payment Date as agreed in Article 5.4 of the Contract, and the last Interest Payment Date
should be the principal repayment date of the loan under the Contract, and the principal and the interests accrued should be paid
off on that day.


 


7.3 Prepayment


 


(1) Party B may, after
loan is issued for twelve months, request for the prepayment of the loan concerned, but must apply to Party A in a written form
at least [sixty] days in advance; or when the gold price changes so the pledge rate is higher than 85%, Party B may prepay the
loan.


 


(2) The interest rate
agreed in the Contract should not be changed, regardless of the prepayment of Party B.


 


(3) The interest for
the prepayment of Party B should be collected as agreed in the Contract. In case the loan term in current month is less than thirty
days, the interest accrued should be also calculated according to thirty days; in case the loan term in current month is more than
thirty days (including), the interest accrued should be calculated according to the actual using days.


 


(4) In case of prepayment,
Party B must pay off the loan principal and interest in a lump sum.


 


Article VIII Loan Guarantee


 


8.1 Party B should provide
the following guarantees for all debts under the Contract (including but not limited to loan principal, interest, default interest,
compound interest, default penalty, damage compensation, all expenses for the realization of the creditor’s rights of the
lender and other expenses payable):


 


(1) Pledge: Party B
should provide legally owned gold with the content not less than 99.99% as the pledge guarantee to Party A. Please refer to the
Gold Pledge Contract for the specific information.


 


(2) Guarantee: the actual
controlling person — Zhihong Jia of Party B should provide guarantee for all debts under the Contract. Please refer to the
Guaranty Contract for the specific information.


 




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Article IX Party A’s Rights
and Obligations, Representations and Warranties


 


9.1 Party A’s
rights


 


(1) has the right
to collect loan principal and other funds incurred from Party B;


 


(2) has the right
to require Party B to provide the latest financial statement audited by an accounting firm and all information regarding the loan
under the Contract;


 


(3) has the right
to know the production & operation and financial activities of Party B;


 


(4) has the right
to report Party B’s default behaviors, including avoidance of Party A’s supervision, principal and interest arrears
and other default behaviors, to relevant department or unit;


 


(5) has the right
to personally implement the after-loan management for the loan issued thereby or employ the third party to do the same, including
but not limited to the acquaintance and the field inspection of Party B’s production & operation and financial activities,
loan utilization, funds or other matters agreed in the Loan Contract;


 


(6) In case Party
B fails to repay the loan principal and interest as scheduled at a full amount, Party A or the third party employed thereby has
the right to take collection actions (including but not limited to short message, email, telephone, and so on), and all expenses
incurred by the collection, including but not limited to express fee, counsel fee, travel expense, and so on, should be borne by
Party B;


 


(7) In case the condition
specified in Article XI of the Contract occurs and Party A believes that the creditor’s rights thereof under the Contract
may be endangered or Party B violates the Contract, Party A has the right to announce the immediate expiry of all loans under the
Contract and require Party B to immediately repay all outstanding principals and interests;


 


(8) Other rights that
Party A should entitle according to laws & regulations and the Contract.


 


9.2 Party A’s
obligations


 


(1) should issue the
loan agreed in the Contract, except the delay caused by Party B or other reasons not attributed to Party A;


 


(2) should have the
confidentiality responsibility for relevant financial information and production & operation business secrets provided by Party
B, except that such information should be disclosed as required by laws & regulations and the supervision department or the
administrative department, or is disclosed to the intermediary organ employed thereby.


 


9.3 Party A’s
representations and warranties


 


Party A represents
and warrants as follows:


 


(1) Party A is a limited
liability company validly existing and established under laws, and has the subject qualification for signing the Contract;


 


(2) Party A signs
and performs the Contract for the truthful intentions thereof, and has obtained all necessary legal authorizations, and completely
handled all legal procedures for signing and performing the Contract;


 


(3) Party A will issue
the loan to Party B as agreed, and the contract signing and performance will not violate any obligation under the Loan Contract.


 


Article X Party B’s Rights and
Obligations, Representations and Warranties


 


10.1 Party B’s
rights


 


(1) has the right
to withdraw and utilize the loan according to the loan term and the intended use agreed in the Contract;


 


(2) has the right
to request Party A to bear the confidentiality responsibility for relevant financial information and business secrets regarding
production & operation, except that such information should be disclosed according to laws & regulations, rules and the
Contract.


 




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10.2 Party B’s
obligations


 


(1) Party B should
withdraw the loans as agreed in the Contract;


 


(2) should, as required
by Party A, provide relevant financial accounting information and production & operation information to Party A, including
but not limited to balance sheet, profit and loss statement, cash flow statement, loan utilization, and should be responsible for
the authenticity, legality, completeness and validity of the information provided thereby;


 


(3) should utilize the
loans as agreed in the Contract, and should not occupy or embezzle for other purposes or utilize for the projects violating national
laws & regulations and policies;


 


(4) should positively
cooperate for and conscientiously accept the inspection and supervision from Party A or the third party employed thereby, upon
the production & operation and financial activities and the utilization of the loans under the Contract;


 


(5) should pay the loan
principal and interest and other payables as agreed in the Contract;


 


(6) should bear the
expenses of relevant insurance under the Contract;


 


(7) Party B and the
investors thereof should not secretly withdraw the funds or transfer assets to avoid the debts owed to Party A;


 


(8) In case of transferring
all or part of the debts under the Contract to the third party, Party B should obtain the corresponding consent from Party A in
advance;


 


(9) In case of changing
name, legal representative (responsible person), residence, business scope, registered capital, and so on within the contract term,
Party B should inform Party A in a written form within ten days after occurrence;


 


(10) In case of involving
in insurance acceptance, rent, shareholding reform, joint operation, consolidation, merge, separation, joint venture, capital reduction,
stock right transfer, major assets transfer and other behaviors which are sufficient to influence the realization of the creditor’s
rights of Party A within the contract term, Party B should inform Party A in a written form at least thirty days in advance and
obtain the corresponding consent, and should pay off and guarantee the debts under the Contract; or else, the above behaviors should
not be allowed before all debts are paid off for Party A;


 


(11) In case Party B
suffers from business suspension, bankruptcy, dissolution, rectification, business license cancellation or revoking, and so on
within the contract term, the Contract should be deemed to be expired. Party B should inform Party A in a written form within three
days after occurrence and immediately repay the loan principal and interest;


 


(12) In case Party B
involves in the events that may threaten the normal operation thereof or bring significant adverse influence on the performance
of the repayment obligation under the Contract, including but not limited to major economic dispute, litigation, financial condition
deterioration, production & operation difficulty, bankruptcy, dissolution, business suspension for rectification, business
license cancellation or revoking, and so on within the contract term, Party B should inform Party A in a written form within three
days after occurrence, and should pay off and guarantee the debts under the Contract as required by Party A;


 


(13) Party B should
guarantee various Guarantors (if any) to cooperate with Party A for concluding and signing various guaranty contracts (if any)
and handle relevant notarization and registration procedures, and so on;


 


(14) In case any Guarantor
under the Contract involves in production suspension, business suspension, registration cancellation, business license revoking,
bankruptcy, and so on, or completely or partially loses the guarantee capability for the loan concerned, Party B should timely
provide other guarantees accepted by Party A;


 




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(15) Within the contract
term, Party B should not provide dividends to the shareholders;


 


(16) Party B should
bear all responsibilities for the losses caused thereby to Party A.


 


10.3 Party B’s
representations and warranties


 


Party B represents and
warrants to Party A as follows, and Party A issues the loans under the Contract according to such representations and warranties:


 


(1) It is a validly
existing legal entity registered under the laws and the regulations of the People’s Republic of China. As of the Loan Issuance
Date, Party B is continuously under normal operation state, without any existing or reasonably predicted factors probably influencing
the continuous and normal operation thereof within the contract term;


 


(2) It signs and performs
the Contract for the truthful intentions thereof, and has obtained all necessary legal authorizations; the above authorizations
and the contract signing and performance behaviors under the authorizations should not violate articles of incorporation or other
organization documents or any binding laws, regulations, rules and other normative documents, judicial decision, contract, promise
or arrangement; the procedure for signing and performing the Contract should have been completely handled and is legally valid;


 


(3) All documents, information,
statements, vouchers, and so on provided thereby to Party A under the Contract should be truthful, accurate, complete and legally
valid, without any misleading statement, false record or significant omission;


 


(4) It should not conceal
any existing or probably existing conditions probably enabling Party A to disagree the loan issuance under the Contract, including
but not limited to:


 


1) Significant discipline
violation, law violation or claimed compensation concerning Party B or the main responsible persons thereof;


 


2) The default events
under the contract concluded and signed with any other creditor;


 


3) Such dispute events
as litigation and arbitration;


 


4) The debts borne thereby
and the guarantees provided thereby;


 


5) Other conditions
probably influencing the financial condition and the debt paying ability.


 


(5) It should agree
Party A to check the credit status thereof from People's Bank of China, the credit database approved to be established by the competent
department for credit investigation, relevant unit and department, or reasonably utilize and disclose the information for business
needs;


 


(6) The legal documents
corresponding to the existing financing and/or guarantee (if any) should exclude any article which restricts Party B for re-financing
and/or providing guarantee, or which may influence the performance of Party B’s obligations under the Contract.


 


In case of contract
modification, supplementation or alteration, Party B should be deemed to repeatedly make the above representations and warranties.


 


Article XI Default Liabilities


 


11.1 Default


 


(1) In case of any one
of the following conditions, Party B should be deemed to violate the Contract:


 


1) fails to provide
truthful, complete and valid financial accounting information, production & operation information and other relevant information
as required by Party A, or conceals the information probably influencing the debt paying ability thereof;


 


2) fails to utilize
the loans as agreed by both parties, or refuses or obstructs Party A or the third party employed thereby to supervise and inspect
the loan utilization;


 




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3) fails to repay the
loan principal or any interest or other payables (if any);


 


4) transfers assets
or secretly withdraws the capitals to evade debts;


 


5) suffers from business
deterioration and financial condition deterioration, cannot pay off the due debts, involves in or will involve in major litigation
or arbitration procedure or other legal dispute, bears any other debts, and so on, and Party A believes that the above events may
influence or have influenced or damaged the rights and interests thereof under the Contract;


 


6) involves in contracting,
rent, consolidation, merge, joint venture, separation, joint operation, shareholding reform, registered capital reduction, or has
other behaviors for business pattern change or business mechanism transform, and Party A believes that the above events or behaviors
may influence or have influenced or damaged the rights and interests thereof under the Contract;


 


7) Party B changes legal
representative/controlling shareholder/actual controlling person, or cannot normally perform the duty thereof or involves in major
economic dispute or suffers from financial condition deterioration, compulsory measure, right limitation or unavailable contact,
and so on;


 


8) Any other debt borne
thereby has influenced or may influence Party A upon the obligation performance thereof under the Contract;


 


9) Without the consent
from Party A, Party B provides dividends to the shareholders within the contract term;


 


10) involves in such
legal procedures as trusteeship, take-over, rectification, reconciliation, reorganization, bankruptcy or dissolution, or the business
license thereof is forcedly revoked by relevant authority, or Party B is ordered by relevant authority to be suspended, closed,
cancelled or dismissed;


 


11) In case the enterprise
and/or the Guarantor affiliated to Party B, the associated party or the actual controlling person are/is believed by Party A to
be under significant adverse situation, or have/has any violation behavior against any project cooperation with Party A, the associated
party or other third party of Party A, or against any contract signed thereby, Party A has the right to take the remedy measure
for the breach of contract as agreed in Article 11.2 of the Contract; in case of severe default, Party A has the right to announce
the termination of all project cooperation with Party B;


 


12) violates other articles
of the Contact or involves in other events that, in Party A’s opinion, influence the realization of the creditor’s
rights thereof;


 


(2) In case the Pledgor
involves in any one of the following conditions, Party A believes that such condition may influence the guarantee capability of
the Pledgor and requests the Pledgor to eliminate the adverse effect caused thereby, but the Pledgor and Party B fail to cooperate,
or Party B refuses to provide the new guarantee accepted by Party A and/or other remedial measures, Party B should be deemed to
violate the Contract:


 


1) When signing the
Gold Pledge Contract, the Pledgor conceals the equity disposal of the pledge from Party A, including but not limited to
pledge rent & selling, the Pledgor’s behaviors for transfer of usufruct & management right and long-term rent collection,
pledge lienation & mortgage, and so on;


 


2) The third party causes
the damage, loss or devaluation of the pledge, but the Pledgor fails to provide the damage compensation as agreed in the Gold
Pledge Contract;


 


3) The Pledgor’s
behavior is sufficient to devaluate the pledge, and Party A requests the Pledgor to stop such behavior and recover the pledge or
provide the corresponding guarantee, but the Pledgor refuses or fails to implement as required by Party A;


 




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4)
Without the written consent from Party A, the Pledgor disposes the pledge through donation, transfer, rent, repeated mortgage,
migration or other modes, or sets other rights upon the pledge;


 


5) Although the Pledgor
is agreed by Party A to dispose the pledge, but the revenue obtained from the pledge disposal is not disposed according to the
Gold Pledge Contract;


 


6) The pledge damage,
loss or devaluation is sufficient to influence the debt settlement under the Contract, and the Pledgor fails to timely recover
the pledge value or provide other guarantees accepted by Party A or supplement the corresponding cash as agreed in Article 11 of
the Gold Pledge Contract;


 


7) The compulsory execution
notarization is not handled according to the corresponding regulations of the Contract and the Gold Pledge Contract;


 


8) The Pledgor’s
other default behaviors specified in the Gold Pledge Contract.


 


11.2 Remedy measures
for breach of contract


 


In case of any default
event mentioned above, Party A has the right to take one or more following measures:


 


(1) Stop issuing loans
unissued to Party B;


 


(2) Announce the immediate
expiry of the loan, collect all loan issued in advance, require Party B to immediately pay off the loan principle, interest and
other relevant funds under the Contract;


 


(3) Collect the default
penalty from Party B at [20]% of the loan principal;


 


(4) Perform the guarantee
right;


 


(5) Directly perform
the pledge right;


 


(6) Terminate the Contract
and various guaranty contracts (if any);


 


(7) Other measures specified
in laws & regulations, the Contract and the accessory contract.


 


Where Party A realizes
the creditor’s rights under the Contract through litigation due to Party B’s default behavior, Party B should bear
the reasonable expenses (including but not limited to legal fees, reasonable counsel fee, and so on) for Party A to realize the
creditor’s rights thereof.


11.3 Special agreement


 


Within [thirty] days
since the signing of the Loan Contract, in case Party B fails to perform relevant obligations under the Contract without a warrant,
Party B should pay RMB [THREE MILLION] as the default penalty to Party A in a lump sum. Meanwhile, Party A has the right to unilaterally
terminate the Contract.


 


Article XII Contract Alteration and
Termination


 


Unless otherwise specified
in the Contract, after the Contract comes into effect, any party should not unilaterally alter or terminate the Contract. Any contract
modification or alteration must be agreed by both parties through negotiation, and the corresponding written agreement should be
provided.


 


Article XIII Applicable Laws and Dispute
Solution


 


13.1 In case of any
dispute caused by the Contract or pertinent to the Contract, the parties concerned should solve such dispute through negotiation
or conciliation; if failed, both parties should submit the dispute to the jurisdictional people’s court at the place where
Party A is located.


 


13.2 The establishment,
interpretation, performance and dispute solution of the Contract are all applicable to existing laws, administrative regulations
and rules in China.


 


13.3 During dispute
solution, the articles of the Contract, not involved in the dispute, should be continuously executed, and both parties should not
refuse to perform any obligation under the Contract on the excuse of dispute solution.


 


Article XIV Compulsory Execution Notarization


 


14.1 Both parties hereto
jointly confirm that within three Business Days since the contract signing, both parties are willing to apply to the Wuhan Changjiang
notary office for handling the compulsory execution notarization for the Contract.


 




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14.2 Party B promises:
in case of failing to perform or incompletely performing the obligations under the Contract, Party B is willing to accept the compulsory
execution of the judiciary authority, without the need of any judicial proceedings; Party A may, according to Article CCXXXVIII
of the Civil Procedure Law, directly apply to the jurisdictional people’s court for compulsory execution, without
the need of any judicial proceedings, and Party B should waive the defense right for Party A’s direct application for compulsory
execution.


 


14.3 Both parties hereto
jointly confirm: both parties have completely and clearly understood the implication, content, procedure, effect, and so on of
the compulsory execution in relevant laws & regulations and normative documents.


 


14.4 In case Party B
fails to perform or improperly performs the notarized debt claim with compulsory execution effect, Party A has the right to apply
to the notary organ for issuing the execution certificate. Party B promises to fully cooperate for Party A’s application
behavior (including but not limited to the cooperation for the verification procedure at the notary office). In case Party B fails
to perform the mentioned obligations as scheduled, Party B hereby confirms: under the absence of Party B, after the notary office
completes the verification according to Party A’s application and the internal procedure thereof, the verification procedure
should be deemed to be completed at the notary office, and Party B should completely accept the legal consequence incurred thereby.


 


14.5 This article is
preferentially applicable to Article 13.1 of the Contract. The expense for the application of the compulsory execution should be
borne by Party B.


 


Article XV Notification and Delivery


 


15.1 All notices, documents,
information, and so on sent or provided by both parties during contract performance should be delivered according to the contact
information listed in Article 15.2 of the Contract. In case one party changes the contact information, the party concerned should
inform the other party in a written form (fax or EMS should be valid) within three days since the change of the contact information;
or else, when the party not changing the contact information informs the other party in a written form — fax or EMS according
to the contact information indicated in the Contract, relevant information should be deemed to be delivered.


 


15.2 Contact information
of the two parties is as follows:


Party A: AVIC Capital
Investment Management (Shenzhen) Co., Ltd


Contact Address: 3906#
Times Square Excellence, Futian Centre, Shenzhen City


Post Code: 518017


Contact Person: Haifeng
Gao


Telephone: +8613581829156


Email:
gaohf@aviccapital.com


 


Party B: Wuhan Kingold
Jewelry Co. Ltd.


Contact Address: 15#
Huangpu Science and Technology Park, Jiang’an District, Wuhan City


Post Code: 430023


Contact Person: Qiao
Hu


Telephone: 13317109760


Fax: 027-65694977


Email:
webmaster@kingold.com.cn


15.3 The notification
should be deemed to be delivered to the informed party on the following date:


 




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(1) The
notification sent by a specially-assigned person should be deemed to be effectively delivered on the delivery
date;


 


(2) The
notification sent as a registered letter should be deemed to be effectively delivered on the third day after mailing (postmark
as the voucher);


 


(3) The
notification sent by fax should be deemed to be effectively delivered when the fax machine generates the corresponding confirmation
for successful transmission;


 


(4) The
notification sent by EMS should be deemed to be effectively delivered on the second day after mailing (postmark as the voucher);


 


(5) The
notification sent by email should be deemed to be effectively delivered on the date when the successful transmission information
is displayed in the mail system of the sender.


 


Article XIV Other Issues


 


16.1 Any supplemental
agreement concluded and signed between both parties for the issues not mentioned in the Contract should be made as the annex of
the Contract and should have equal legal effect.


 


16.2 The Loan Receipt
under the Contract and relevant documents confirmed by both parties should be deemed as an integral part of the Contract.


 


16.3 Party B should
have read all articles of the Contract, completely known and comprehensively understood the implications of the articles of the
Contract and the corresponding legal consequence. As required by Party B, Party A should have interpreted the corresponding articles
of the Contract.


 


16.4 During contract
performance, in case Party A fails to perform or timely perform any right under the Contract, Party A should not be deemed to waive
this right and such behavior should not influence the performance of other rights of Party A or the performance of any obligation
of Party B under the Contract. All right waivers should be made in a written form.


 


16.5 The statements
and the promises mentioned in the Contract should be separated from and independent of each other. Unless otherwise specified clearly
or agreed by both parties in a written form, any statement or promise should not be expressed or restricted on the excuse of any
opposite implication probably included in any other article of the Contract. In case an article or a part of an article of the
Contract is or will be invalid, such invalid article or invalid part should not influence the Contract and the validity of the
other articles or the other contents of the articles therein.


 


16.6 Any violation against
any statement or promise clearly indicated and agreed in the Contract should be deemed as a default behavior.


 


16.7 Both parties hereto
should prepare and sign or guarantee to prepare and sign the further actions, behaviors, events and documents needed for executing
the articles of the Contract in order to fully achieve the expected purpose of the Contract.


 


16.8 Any title for an
article of the Contract is only for convenient reading, and should not be deemed as a part of the Contract in any case or as the
restriction to the article concerned.


 


16.9 The Contract should
be deemed as a complete document concluded and signed by both parties for the issues concerned. The Contract and any annex of the
Contract should be deemed to compose all agreements concluded between both parties. In case of any inconsistency between the Contract
and the letter of intent previously signed by the parties or any other legal document or any written or oral agreement, the Contract
should prevail.


 



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16.10 The Contract should
come into effect since being signed (or stamped) by the legal representatives/responsible persons of both parties and stamped with
the corresponding official seal (or special seal for contract), and should be terminated on the date when the loan principal, interest,
default interest, default penalty and other payables (if any) are paid off.


 


16.11 The Contract is
made into [nine] parts with equal legal effect. Party A holds [three copies], Party B holds [two] copies, and the rest copies are
used for handling the compulsory execution notarization, mortgage (pledge) procedure, and so on


 


When signing the Contract,
the parties concerned should have read and understood all articles of the Contract, without any objection, and should have accurately
understood the legal relation between both parties and the legal implications of the articles regarding rights, obligations and
responsibilities. Any party should not propose any objection upon any article of the Contract on the excuse of serious misunderstanding,
obvious unfairness, and so on


 


(The reminder of this page is intentionally
left blank)


 




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(This is the signature page of the Loan
Contract (Contract No.: “2016-jh-01”), no text)


 


	Party A: China Aviation Capital Investment Management (Shenzhen) Co., Ltd.	Party B: Wuhan Kingold Jewelry Co. Ltd.
	(Official Seal/Special Seal for Contract)   	
        (Official Seal/Special Seal for Contract)

         

	Legal Representative or Authorized Representative:	
        Legal Representative or Authorized Representative:

         

	(Signature/Seal)	(Signature/Seal)


 


Date of Contract Signing:


Place of Contract Signing: Wuhan Hubei.


 




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