Exhibit 10.12


 


	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	1
	2	Trust loans	4
	3	Precedent condition of
    issuance	5
	4	Issuance of the Loan	6
	5	The usage of Trust Loan	7
	6	Interest	7
	7	Repayment	9
	8	Loan Guarantee	10
	9	Payment	12
	10	Capital Supervision	12
	11	Representations and Warranties
    matters	13
	12	The Agreed Items	15
	13	Events of default	17
	14	Liabilities for default	19
	15	Special stipulations	20
	16	Supplement, Modification
    and Transfer of the Contract	20
	17	Notices	21
	18	Grace and Partial invalidity	22
	19	Other matters	22


 




     


    
	Trust Loan Contract

 


    

 


This Trust Loan Contract numbered SCXT2016(DXD)Zi.
No.167-2 is signed by the following two parties in Chengdu in on 9/7/2016:


 


Lender: Sichuan Trust Co., Ltd.


Legal Representative: Mou Yue


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


Agent: Pan Zhu


Tel:0571-85238957


Fax: 0571-85238957


Postcode: 610016


 


Borrower: Wuhan Kingold Jewelry
Co., Ltd.


Legal Representative: Zhihong Jia


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-KingoldNo.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.



 


		(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 RMB 1 billion (Capital: One Billion Yuan Only);



 


		(3)	According to the stipulation of Trust Contract, the Lender
agrees to offer Trust Loan 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 Loan under this Contract referred to “Trust Loan”.



 


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 


    
	Trust Loan Contract

 


    

 


		1.3	Both parties: refers to the Borrower and the Lender.



 


		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 amendment 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 amendment 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 amendment 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 amendment 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 Documents: the Contract of Guaranty and
the Pledge Contract of Gold under this Contract are jointly called Security Documents.



 


		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. Zhihong Jia, the actual
controlling person of the Borrower.



 


		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 installment
of pledge gold is stocked in the pledged property safe box rented by the Borrower.



 


		1.18	Trust Loan: refers to the Loan 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.



 




    2 


    
	Trust Loan Contract

 


    

 


		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.



 


		1.21	Value Date for Interest: refers to the day when
the Lender offers each installment 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 interest calculation date of each installment of Trust Loan corresponds to
the effective date of the trust beneficial right of each installment of 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 installment of Trust Loan , namely,(i) during the existence period of Trust
Plan, every three month calculated from corresponding interest calculation date of each installment of Trust Loan ; (ii) the expiry
date of each installment of Trust Loan or all Trust Loan (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 Business 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 Business Day, shall
be extended to the next succeeding Business 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.



 


		1.25	Payables: refers to all expenses that the Borrower
shall pay to the Lender including but not limited to all principal amount of the Trust Loan under this Contract (no more than
RMB 1 billion), 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, and so on. as well as all reasonable fees for
the Lender to realize the creditor’s rights. Thereinto, 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 Payables to the Lender according this Contract.



 




    3 


    
	Trust Loan 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 any of the
following situations: (1) the expiration of payment date for principle amount and interest of any installment of Trust Loan stipulated
in this Contract; (2) partial or overall advance of expiration of any installment of Trust Loan announced by the Lender.



 


		1.29	Occupying Days/ Existing Days: days accumulated
from the issuance date of any installment of Trust Loan to the payment date of all principal amounts and interest of any installment
of Trust Loan.



 


		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	Security Fund: According to the Regulations
and relevant regulations of supervision department, the Borrower shall subscribe Chinese Trust Industry Security Fund according
to one percent of the principal amount of the Trust Loan as the obligated subscriber.



 


		1.32	Security Fund Company: refers to the Chinese Security
Industry 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	Title: the titles 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.



 


		2	Trust loans



 


		2.1	Amount and term of Trust Loan



 


		2.1.1	The Trust Loan under this Contract are RMB loans. The principal
amount of loans is no more than RMB 1 billion (capital: one billion Yuan only). The Trust Loan can be issued in installments.
The specific issuance of each installment shall be determined on the basis of the Borrower’s capital needs and the condition
of capital use. The specific amount of each installment is subject to the actual amount issued (specifically subject to the withdrawal
application for the Loan).



 


		2.1.2	The total term of the Loan under this Contract is 24 months,
calculating from the first day when the first installment of Trust Loan fund is issued to the Borrower’s special loan account
(specifically subject to the withdrawal application for the Loan). It is expected to be from September 7, 2016 to September 7,
2018 (specifically subject to the withdrawal application for the Loan). If the condition agreed in article 6.2.5 occurs, the term
of Trust Loan shall be calculated from the setup of the Trust Plan.



 




    4 


    
	Trust Loan Contract

 


    

 


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



 


		(1)	The Lender is entitled to issue loans by installments.
The limit of each installment is 24 months or no more than 24 months, and the expiry date of last installment should be before
the expiry date for the total term.



 


Despite the agreements above,
if anything in article 6.2.5 in this Contract occurs, the term of each installment of Trust Loan shall be calculated from the effective
date of each trust beneficial right conforming to each installment of the Trust Loan fund. (specifically subject to the announcement
date of the Lender).


 


		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 Loan.



 


		2.2	The Extension of Term



 


		2.2.1	The term of the Trust Loan under this Contract shall not
be extended.



 


		2.3	Repayment in Advance



 


When the term of each installment
reaches 12 months within the Loan Term, the Borrower can pay back the total sum of this installment with written application a
month in advance and written approval of the Lender. When the Borrower repays the total principal and the interest of the Loan
as is stipulated in article 2.3.1 in this Contract, the Loan ends in advance.


 


		2.3.1	Once the application for repayment in advance is submitted,
it is irrevocable. When such application is approved by the Lender in written form, the Borrower shall pay back the amount in
a lump sum to the account designated by the Lender on the advanced payment date approved by the Lender. After the Lender receives
the payments, the corresponding loan ends in advance. The Trust Loan interest shall be calculated according to the actual using
days, and interest shall be paid with principal.



 


		3	Precedent condition of issuance



 


		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 issue any loan under this Contract
to the Borrower.



 


		3.2	After the Lender meets all of the following precedent conditions,
Trust Loan shall be issued to the Borrower according to the ways stipulated in this Contract. The loan amount shall not exceed
【the gold amount confirmed by both the Consignor and PICC
Property & Casualty× the Base Price of Gold Pledge】;



 


		3.2.1	This Trust Plan is set up, and the Consignor has issued
fund for Trust Loan to the special account for trust fund.



 




    5 


    
	Trust Loan Contract

 


    

 


		3.2.2	The
legal documents including this Contract, Gold Pledge Contract, the Contract of Guaranty, Safe Deposit Box Rental Agreement,
Insurance Agreement, Funds Trusteeship Agreement, Financial Advisory Agreement, Gold Purchase Contract, and Authorization Letter
from the Borrower to the Lender has been duly signed and are effective. Among them, this Contract, Gold Pledge Contract and the
Contract of Guaranty have been enforced compulsory executive notarization.



 


		3.2.3	The competent authority of the Borrower has provided resolution
about approval of borrowing money and providing gold as pledge.



 


		3.2.4	Before the issue of the Trust Loan, 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 key is kept by the Lender,
and the other key is kept by PICC P&C), and before depositing the pledge gold into the Pledge Safe, the related insurance
is 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 corresponding Certificate of Registration of Chattel Mortgage.



 


		3.2.5	The consignor has provided written confirmation on the
completion of checking and stocking pledge gold; the procedure of insuring the pledge gold has been finished and the Consignor
has provided a document confirming it has obtained the insurance policy; 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 a document on agreeing the issuance of the fund.



 


		3.2.6	The subscription money for the trust industry Security
Fund is paid off.



 


		3.2.7	Legal
opinion on this Trust Plan is acquired.



 


		3.2.8	Other conditions required by the Lender.



 


		4	Issuance of the Loan



 


		4.1	According to articles in this Contract, the Lender shall
grant the Loan to the special loan account of the Borrower who has been confirmed to comply with issuance conditions.



 


		4.2	The Borrower confirms that, the Lender is entitled to issue
the Trust Loan in installments according to the capital arrangements, pledge situation, risk control standard, the Borrower’s
capital needs as well as fund usage situation, to decide the amount of each installment and the issuance date of the Trust Loan
unilaterally, and to reduce the Trust Loan or even refuse to grant part or all of the Trust Loan based on the operating situation
and payment situation of the Security Fund by the Borrower. The Lender is not deemed to violate the Contract in the above situations
and the Borrower cannot require the Lender to bear any responsibility.



 




    6 


    
	Trust Loan Contract

 


    

 


		4.3	Regardless of the above loan issuance prerequisites, the
Lender is entitled to issue the Loan in advance when not all the prerequisites have been fully met; if the Lender issues the Loan
ahead of time, it neither means that the Lender gives up any rights under the Contract nor the Lender approving that the Borrower
and the Guarantor does not fully or partially carries out the obligations under the Contract or the security document. The Lender
is entitled to raise a plea, pursue legal actions and take a legal action against the Borrower and the Guarantor at any time if
it do not carry out or fully carry out the obligations under the Contract as well as in the Security Documents.



 


		5	The Purpose of Trust Loan



 


		5.1	The Borrower shall use the Trust Loan under this Contract
to supplement circulating funds and purchase raw materials of AU9999 Standard Gold.



 


		5.2	The Trust Loan amount under the Contract cannot be embezzled
by the Borrower. The Borrower promises that the Trust Loan will be used according to the Contract, will not involve the overseas
investment, stock investment, the real estate investment as well as steel trade and cannot be sued in any project that the laws,
legislations, the government prohibits or the government has not approved, or in the projects or usage that prohibit the investment
of the trust loan.



 


		5.3	The Lender is entitled to ask the Borrower to provide the
documents and information relating to the fund capital according to the laws and the stipulation issued by regulatory authorities,
which include but not limited to contracts/agreements, invoices/receipts, fund issuance certificates, gold purchase certificates
of Shanghai Gold Exchange and warehouse vouchers of gold. The Borrower shall grantee that the provided materials are real, correct,
complete and effective so that the Lender can supervise and verify the usage condition of the Trust Loan under 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, and within the Term 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, and daily interest rate=annual interest/360.



 


		6.2.2	The interest of each installment under this Contract is
calculated from their respective interest calculation date.



 




    7 


    
	Trust Loan Contract

 


    

 


		6.2.3	The interest of each installment under this Contract is
calculated separately. The interest corresponding to each installment is calculated from its respective interest calculation date.
And the interest is calculated and collected according to the actual Using Days of the Trust Loan fund.



 


		6.2.4	The calculating formula of daily interest is: daily interest=
balance of principal of this day's Trust Loan*daily interest rate.



 


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



 


		6.3	Payment of Interest



 


Unless otherwise
agreed under the Contract, during the term of the Trust Loan, the Borrower should pay the payable interest of each installment
of the Trust Loan under this Contract according to the following arrangement and should pay unpaid Trust Loan principal and remaining
interest to the Lender on the due date of each installment or on the due date of all Trust Loan (including advanced due date).
The details are as follows:


 


		6.3.1	Within five days after each installment of Trust Loan is
issued and within five days after the Loan is issued for one year, each interest amount that 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 interest settlement date
after each installment of Trust Loan is issued, the interest amount that the Borrower should pay to the Lender=the principal amount
of the Trust Loan*7.25%*duration days from interest calculating date (including) to the interest settlement 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 installment of Trust Loan, the interest amount that the Borrower should
pay to the Lender==the principal amount of this installment of the Trust Loan*7.25%*duration days from interest calculating date
(including) to the interest settlement date (excluding) of the Trust Loan/360.



 


		6.3.4	If the Lender pays back part of the Trust Loan in advance
in accordance with article 2.3 in this Contract, the advanced repayment amount =the principal amount to be repaid in advance in
this installment of the Trust Loan*(1+7.25%* duration days from interest calculating date (including) to the advanced repayment
date (excluding) of the Trust Loan/360.) – the interest that the Borrower paid on the principle amount to be repaid in advance
in this installment of this Trust loan.



 


		6.3.5	On the due date of each installment of Trust Loan (including
advanced due date), the Borrower should pay remaining interest and outstanding principals of this installment of Trust Loan to
the Lender, and the payment amount = principal amount of each installment of Trust Loan *(1+7.25%*duration days of each installment
of Trust Loan /360)- interest of this term of Trust Loan already paid by the Borrower- principal of this term of Trust Loan paid
by the Borrower in advance.



 


		6.3.6	On the due date of all Trust Loan (including advanced due
date), the Borrower should pay remaining interest and outstanding principals of all Trust Loan to the Lender, payment amount =∑
principal amount of each installment of Trust Loan *(1+7.25%*duration days of each installment of Trust Loan /360)- interest already
paid by the Borrower- principal paid by the Borrower in advance.



 


		6.3.7	In any circumstances (including but not limited to that
the Borrower paid the interest in advance but the Loan ends in advance), the Lender will not return the interest paid by the Borrower.



 




    8 


    
	Trust Loan Contract

 


    

 


		6.4	Overdue Interest



 


If the Borrower doesn't pay the
principal and interest of the Loan according to the Contract, 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


 


		7	Repayment



 


		7.1	The Lender should repay principal and/or interest of each
installment of the Trust Loan to the account designated by the Lender according to the Contract. Unless otherwise agreed under
the Contract, the date when 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 designated by the Lender:



Account name: Sichuan Trust Co.,
Ltd.


Deposit bank: Nanjing Bank Hangzhou
Branch


Account number: 07010124770000592


If the Lender adjusts the above
repayment account, the repayment account should be subject to Payment Notice sent by the Lender then.


 


		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	Security Fund



 


In accordance
with the stipulations in Managing Methods in Trust Security Fund (China banking no. [2014]50, hereinafter referred to as
“method”) and Notice on the Detailed Items of Trust Insurance Funding and Management and and so on. (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 the Chinese Trust Industry
Security Fund (hereinafter referred to as “Security Fund”), and the subscription amount will be 1% of the total amount
of each trust installment successfully raised under the Trust Plan.


 


The
subscription will be conducted in following ways:


 


		(1)	When the Lender pays each installment, 1% of the payment
will be paid to the special account for Security Fund (hereinafter referred to as “Security Fund Account”) as subscription
for the Borrower, and this subscription will be counted as part of the principal loan.



		(2)	After the Lender receives the subscription fund paid by the
Borrower, it delegates the subscription fund to the Chinese Trust Industry Security Fund Ltd. Co. (“Security Fund Company”).



		(3)	After the Borrower funds and delegates the
Lender to subscribe for the Security Fund Account, the corresponding rights and risks to the subscribed Security Fund will be enjoyed
and undertaken by the Borrower; only after the Lender is paid the principal and return corresponding to the subscribed Security
Fund by the Security Fund Company, the Lender will pay the Borrower with the limit that he Security Fund Company actually pays,
and the Lender will not advance payment.



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


		(4)	The
items that are not involved in the agreement on Security Fund subscription are subject to the provisions and stipulations of method,
notice, relevant laws and regulatory department. If this Contract is not consistent with the above provisions and stipulations
since there are newly issued or changed provisions and stipulations, the matters concerned the Security Fund subscription will
be conducted in accordance with the adjusted laws or provisions.



 




    9 


    
	Trust Loan Contract

 


    

 


		8	Loan Guarantee



 


		8.1	The Borrower’s payment obligations for all principal
and interests of the Trust Loan 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 all
other payables by the Borrower), shall be guaranteed by the Borrower with its legally owned standard gold which could be pledged,
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 installment of 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 possess then, and request the Guarantor to bear joint liability guaranty.



 


		8.2	Gold Pledge Guarantee



 


		8.2.1	When signing this Contract, the Borrower shall properly
sign Gold Pledge Contract with the Lender and provide pledged gold in the amount calculated according to pledge rate of this installment
as pledge guarantee before the Lender issues any installment, and store such pledged gold into pledge safe box; the specific amount
of pledged gold in all batches shall be subject to Pledge 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 pledge
contracts and pledge lists serve as an integral part of this Contract with the same legal force. The Lender shall release corresponding
Trust Loan upon registration of pledge for gold in each installment in accordance with Withdrawal Application; any batch
of pledged gold shall guarantee all payment obligations hereunder.



 


		8.2.2	The amount of each installment means that the loan amount
is decided on 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 installment is calculated separately. The pledge
rate is=the principal balance of this installment of the Trust Loan/ (the quantity of corresponding batch of pledged gold * 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 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 pledge 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, and the Borrower 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 in default, then the Lender is entitled to require the Borrower to pay
off the principal and interest of the trust and other payables in advance 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 every installment 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 is responsible to mark the market on every trading day, and the price is adopted
as following: closing price of this Contract at 2:30 on this trading day morning of Shanghai Gold Exchange Standard Gold if there
is night market, or 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.


 


		8.3.1	Precaution operations



The Borrower has the obligation
to cover the Lender 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 special 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 notify. The Borrower should be reached by
phone. If the Lender is unable to timely contact with the Borrower because the Borrower’s phone is out of service, or nobody
answers, the relevant consequence will be taken by the Borrower.


 


		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 special 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 fails to deposit the payable
Additional Margin timely as the Contract requires, the Lender has the right to claim that all the Trust Loan under this Contract
is due in advance, and all the interest of the Loan should be repaid in advance, and requires the Borrower to immediately perform
all the payment obligations under this Contract, meanwhile the Lender is entitled to exercise mortgage to all the pledge gold
and use funds gained from realizing pledge to pay off all unpaid payables of the Borrower under the Contract for priority. If
the fund is not sufficient to pay off the items above, then the Borrower directly pays Lender the rest.



If any circumstances
mentioned above happens, 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 this Contract is due in advance and exercise mortgage
to all the pledge gold, and has the priority to use funds gained from realizing pledge for compensation.


 


		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: Bank of Nangjing,
Hangzhou Branch


Account No.: 07010124770000592


 


If the above-mentioned bank account
needs to be changed, the Lender shall notify the Borrower in written 5 Business 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 this Contract, after the principal and interest
of any installment of the Trust Loan has been fully paid and the Borrower has performed all the payment obligations corresponded
to that installment of the Trust Loan, the Lender is entitled to decide to 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 that part of gold.



 




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	Trust Loan Contract

 


    

 


		8.4	Warranty



Mr. Zhihong Jia, the actual
control of the Borrower, provides irrevocable 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.



 


		9.3	The Borrower shall pay all the money in full under this
Contract that should be paid. The payment 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 pays 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 a Business Day of the Lender, it will postpone to the next
Business Day. When the Trust loan principal and interest is extended, the interest is calculated during extended period in accordance
with this Contract.



 


		9.5	When the Borrower pays 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 on the day of the payables and
send a copy of the payment confirmation or the copies of the seal of the entity on the same day.



 


		9.6	When the Borrower’s repayment money is not enough
to pay off all the payables 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, and so on.), the Lender has the right to use the money to pay
off other payables (including the cost of the creditor's rights, penalty interest, damages, liquidated damages, and so on.), interest
and principal and and so on. in order.



 


		10	Capital Supervision



 


		10.1	In order to ensure the Trust Loan under this Contract is
used in accordance with the Contract, the Borrower shall open a fund supervision account by the Lender in the designated bank
according to the requirements.



 




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	Trust Loan Contract

 


    

 


		10.1.1	Fund Supervision Account



Account name: Wuhan
Kingold Jewelry Co., Ltd.


Bank: Business Office, Bank
of Zhangjiakou


Account No. : 374014169100015


 


The Borrower opened the fund
supervision account in Zhangjiakou Bank Co., LTD based on the Lender’s requirement,
to specially receive trust fund under this Contract. Zhangjiakou Bank Co., LTD
is in charge of supervising the account which is solely used by the Borrower to buy the gold raw material. When the trust fund
is allocated from the fund supervision account, the Borrower should provide the fund supervision bank with the relevant voucher
of gold purchase in Shanghai Gold Exchange in 5 Business Days, and the fund supervision 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 fund supervision
bank, or the usage of the fund is not complied with this Contract, the Borrower is breaking the Contract (default of loan funds
usage), and the Lender is entitled to require the Borrower to pay back the entire trust principal and interest with the designation
or the approval of the Consignor and require the Borrower to undertake the default responsibility in this Contract.


 


		11	Representations and Warranties



 


		11.1	The Borrower makes the following representations and warranties
to the Lender on the date of signing this Contract, and confirms that the Lender concludes the Contract relying on these representations
and warranties, and these representations and warranties continue to be effective during the effective period of this Contract
and the subordinate contracts.



 


		11.1.1	The Borrower is an established and validly existing enterprise
as a legal person according to the laws and regulations of the People's Republic of China, has the right to address all of its
property completely and engage business in its business license. As of each installment issuance date of this Contract, the Borrower
is in normal operation condition. There is no existing or reasonably expected possibilities that may lead to the Borrower cannot
continue to operate normally in the Trust Loan term.



 


		11.1.2	The Borrower has the right to sign and perform this Contract
and the relevant financing documents. It has taken all the necessary measures and other action, making it has all the necessary
rights and authorization to sign and perform this Contract, which complies with the company’s articles of association.



 


		11.1.3	The Borrow is voluntary in signing and performing this
Contract, which is its true intention, and passes all the necessary legal authorization. The authorization and authorization to
sign and perform is not contrary to the Borrower’s articles of association or any laws and regulations or the Contracts
binding the Borrower. The formalities that are needed to sign and perform this Contract by the Borrower are completed legally
and fully effective.



 


		11.1.4	Except that has been disclosed to the Lender and is recorded
in the disclosure document that are received by the Lender in writing, the Borrower doeseses not hide any following events that
has occurred or is about to occur and may make the Lender doesn’t agree to grant Trust Loan under this Contract:



 




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	Trust Loan Contract

 


    

 


(1)      There is no event of default
has occurred by the Borrower and no event of default reasonably expected to happen due to any withdrawal under this Contract. There
are no events or circumstances that may constitution default under other ongoing or binding agreement or other documents, or may
cause serious adverse effects;


 


(2)     The Borrower violates
the obligations under the credit and debt agreement signed by it and other creditors;


 


(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 controlling person do not have the illegal/unlawful behaviors, and there are no other events that can be reasonably
expected that because of the Borrower and its shareholders, actual controllers, their actions fault, it will be in the process
of litigation, arbitration and administrative, judicial and/or administrative agencies of the enforcement procedure and/or other
legal proceedings with similar properties;


 


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


 


(6)     Other financial condition
affecting the Borrower and its debt repayment.


 


		11.1.5	All documents, data, reports and documents to the Lender
for the Trust Loan under this Contract provided by the Borrower are accurate, true, complete and effective. There are no misleading
and no important facts missed.



 


		11.1.6	The obligation of the Borrower under this Contract is the
legal and valid and it is legally binding. The Borrower doeses not involve any liquidation, dissolution, merger, division or similar
legal process. The Borrower doeses not involve in civil, criminal, administrative litigation or arbitration proceeding that has
significant adverse effect on the Borrower's ability to perform this Contract.



 


		11.1.7	Whether the Borrower has signed or will sign guarantee
agreement or similar agreement with the Guarantor for its warranty obligations under this Contract, the agreement will not damage
any of the Lender’s rights and interests under this Contract in the law or in fact.



 


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



 


		11.1.9	The Borrower promises that its creditor's rights of the
Guarantor are inferior to creditor's rights of the Guarantor by the Lender in Trust Loan existing period.



 




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	Trust Loan Contract

 


    

 


		11.1.10	The Borrower agrees that the Lender can inquire the Borrower's
credit situation from the credit data center set up by the People's Bank of China’s or relevant agency and departments,
and agrees that the Lender can provide the Borrower’s information to the credit data center set up by the People's Bank
of China. The Borrower agrees that the Lender can reasonably use and disclose the Borrower’s information for its business
needs.



 


The Borrower guarantees to repay
the Trust Loan principal and interest fully in accordance with the Contract on time. The Lender shall have the right to notify
the relevant department or unit, has the right to make announcement collection through the news media for Borrower’s default
in loan principal and interest of the trust or other default situation.


 


		11.1.11	The Borrower promise that it is aware and fully understands
the Management Method and regulatory rules, and will pay full Security 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 can be freely circulated and is not the
kind of 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 other situation, 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 other 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 it will observe each representations
and warranties stipulated in article 11.1 above correctly and fully in accordance with the situation at that time, unless the
Lender gives up in writing.



 


		11.3	The Borrower should undertake to renew the insurance for
the pledge gold if the insurance is due during the period of settling the pledge gold. The renewed 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 are further agreed between the Borrower
and the Lender:


 


		12.1	The Lender can check and understand the usage 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 and to provide the relevant materials according to the reasonable requirements
of the Lender.



 




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	Trust Loan Contract

 


    

 


		12.2	During the period of the Trust Loan, without the prior
written consent of the Lender, the Borrower could not incur any additional guaranty to other people unless the Lender agrees.
When the Borrower finances externally, provides any form of guarantee, disposes the major material assets, and changes the practical
control right and so on, it should get the written consent of the Lender in advance.



 


		12.3	Before the Borrower repays all the Trust Loan principal
and interest under this Contract, if it takes actions like contracting, leasing, reforming 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 affect the implementation of the creditors’ rights of the Lender, it should give written notice to the
Lender in advance, obtain the consent of the Lender, at the same time, and carry out the liquidation liabilities or clear debts
in advance, otherwise it cannot take the above listed actions.



 


		12.4	The Borrower ensures that the financial statements submitted
to the Lender are prepared in accordance with Chinese accounting standards.



 


		12.5	The Borrower promises that it will not dissolute, liquidate,
or conduct other actions which will influence the Lender’s rights and interests before it makes the preserved measures on
the Loan creditor's rights agreed by the prior written consent of the Lender.



 


		12.6	The repayment order of the debt under this Contract is
superior to the debts of the Borrower to its shareholders, and at the same time, the Borrower promises that it will not violate
the normal repayment order to pay off other loans preferentially. It will not sign any contract or agreement which will make the
Trust Loan 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 within 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, happen;



 


		12.7.2	If any default event under this Contract happens, the Borrower
should explain the nature and duration, and explain what action has been taken or what measures it will take;



 


		12.7.3	When the Borrower is aware of itself or any of its 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, and it
should also list the constituted influences or the possible influences in detail and the remedial measures which it has taken
or plans to take;



 


		12.7.4	If the Borrower has economic disputes with a third person
due to its economic activities or accidental events and they affect the Borrower to carry out its 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, and so on;



 


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



 


		12.7.6	The Borrower needs 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	The Guarantor under this Contract has the situations of
production halts, closure, the cancellation of registration, revoking of the business license, bankruptcy and operating loss,
by which it loses the corresponding guaranteed capabilities related to this loan partly or completely, the Borrower should timely
provide other guaranteed measures approved by the Lender.



 




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	Trust Loan Contract

 


    

 


		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 can provide materials or disclose information according to t the laws, regulations,
stipulations or the request of competent authority, to the agent institutions like law firms, or to the Cosigner (beneficiary).



 


		12.9	The Borrower state here in particular, once the Borrower
breaches the Contract or the Borrower doeses not repay the Trust Loan principal and interest under the Contract, and the Borrower
has 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.



 


		13	Events of Default



 


		13.1	Any one of the following events shall form the Borrower’s
default under this Contract:



 


		13.1.1	The Borrower has 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	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	The Borrower fails to repay the Trust 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 underpay 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 has the right to take measures according to the article 14;



 


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



 


		13.1.5	The Borrower doeses not totally disclose all the debts
connected with the company to the Lender. If the Borrower is applied for compulsory enforcement by other creditors 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 Loan’ principal.



 


		13.1.6	Any representation or warranty made by the Borrower under
this Contract is incorrect, untrue, misleading, violated, or the representation or warranty has been proved to be incorrect, untrue,
misleading, and violated when it is made or considered to be made, and has caused that the Trust Loan principal and interest is
reasonably expected that it cannot 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 its important assets has changed significantly or possible
events or situations happen which may lead to the big changes, and the changes, events, or situations have been reasonably considered
by the Lender to have constituted or possibly constitute the significant adverse impacts on the Borrower’ repaid capabilities
under the Contract;



 


		13.1.8	The Borrower does not materially comply with or perform
any one of its commitments and obligations under 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 Loan under this Contract happened or some
events happen which have produced significant adverse impacts on its capabilities of obligation performance under this Contract;



 




    17 


    
	Trust Loan Contract

 


    

 


		13.1.10	The Borrower is ordered to terminate the business due to
going out of business, dissolution, cancellation, closure of the business, bankruptcy or other reasons;



 


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



 


		13.1.12	The Borrower or the Guarantor involves in or is about to
involve in major litigation, arbitration, or other legal disputes;



 


		13.1.13	The Borrower fails to perform the obligations under the
borrowing or financing agreements signed with other financial institutions or the obligations or other significant violations
happen;



 


		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 refuses to accept the supervision and inspection
of the Lender on the usages of the Loan and the related business financial activities;



 


		13.1.17	The Borrower has situations of the major merger, acquisition
and reorganization, transfer of equity, and the sale of real estate, and so on, which has 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 that can lead
to the failure to repay the Loan principal and interest on time under this Contract;



 


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



 


		13.2	If the Guarantor has one of the following circumstances,
the Borrower shall be considered to default under this Contract, and the Lender shall have the right to take relief measures stipulated
by this Contract:



 


		13.2.1	The guarantee is not established, inactive, invalid, being
dismantled and lifted under this Contract; the Guarantor defaults, clearly indicates or shows that it will not fulfill the guaranteed
responsibility; or the Guarantor loses part or all of the guaranteed qualifications; the collateral value reduces or appear some
other changes, and within the time schedule made by the Lender, the Borrower does not supplement or fail to timely provide new
collateral according to this Contract’s stipulation or take other preserved measures of creditors’ rights approved
by the Lender;



 


		13.2.2	The Borrower does not insure the pledge gold or renew the
insurance in time in accordance with the Contract;



 


		13.2.3	The Guarantor does not substantially comply with or carry
out any commitment or obligation under the Security Documents; or any representation or warranty made by the Guarantor under the
Security Documents is incorrect, untrue, misleading, violated; or the representation or warranty has been proved to be incorrect,
untrue, misleading, and violated when it is made or considered to be made.



 




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	Trust Loan Contract

 


    

 


		13.3	Cross default



When the Guarantor has the
below situation or any kind of situation in the article 13.1 or 13.2 in this Contract, it shall be deemed 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	Fails to perform or violates the relevant debt guarantees
and other legal documents or contracts having similar obligations;



 


		13.3.4	Unable to repay the expiring debtor borrowing/financing;



 


		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	Default Liabilities



 


		14.1	If one or several default items listed in article 13 of
this Contract occur, 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 other payables in time under this Contract in accordance with this Contract; or fails to fully supply any additional
gold pledge and margin in time, or fails to timely buy insurance or extend insurance time limit for any pledged gold, and fails
to correct the defaulting behaviors and remedies 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 Loan under this Contract expire in advance immediately, withdraw
all the Trust Loan’ 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
immediately recourse to the Borrower through various forms.



 


		14.1.2	If the Borrower violates the provisions of this Contract
without the consent of the Lender by arbitrarily embezzling or transferring the Loan funds from special loan account, 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 embezzling
(transferring) of the Loan, according to the amount of the embezzling (transferring) and actual days of the embezzling (transferring),
the Lender shall calculate and collect the penalty interest from the Borrower in the light of the thousandth of the embezzled
(transferred) fund every day, until the Borrower returns all the embezzled (transferred) funds to the Lender. The Lender’s
collecting penalty interest from the Borrower shall not influence the Lender’s any other rights under this Contract.



 


		14.1.3	During the period of the Trust Loan, if the Borrower fails
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.



 




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	Trust Loan Contract

 


    

 


		14.1.5	According to the provisions of this Contract or Security
Documents, it requests the Guarantor to bear guaranteed responsibilities, including performing the right of pledge through the
ways of selling off and auctioning the pledged gold, the Borrower’ agreement on the discount of the pledged gold, or entrusting
the members in Shanghai Gold Exchange to sell the pledged gold at the market price in the open gold market, 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.



 


		14.2	After the Lender takes the default measures stipulated
by the preceding articles, if the Borrower still cannot make up for the loss to the Lender, the Lender has the right to continue
to pursue of recovery to the Borrower about the due payment.



 


		14.3	Because of any party’s default making the opposite
party adopt the litigated ways to realize the creditors’ rights, the defaulting 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, and so on.



 


	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, Chinese 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’
issuance 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 inquiry.



 


		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 and take remedial measures.



 


		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.



 




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	Trust Loan Contract

 


    

 


		17	Notices



 


		17.1	Unless there are other provisions under the Contract, 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 above agreed ways under the Contract. The notices on the following dates shall be deemed to be the dates of service:



 


(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 it 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 it are delivered.


 


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


 


		17.2	The notices under this Contract shall be delivered according
to the following address; if changes need to be done, the party who wants to change shall notify the other party in writing three
Business Days in advance. The losses caused by the failure to notify 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: Pan Zhu


 


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: Qiao Hu


 




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	Trust Loan Contract

 


    

 


		18	Grace and Partial Invalidity



 


		18.1	When the Lender does not exercise or delay exercising any
rights under this Contract, it shall not be deemed to give up such rights. When the Lender exercises such rights alone or in part,
it should not be prevented by using any other way or exercising such rights further or other rights.



 


		18.2	The rights and remedies stipulated under the Contract are
cumulative and any rights or remedies of the Lender endowed by laws are not ruled out.



 


		18.3	A provision or some portions of one provision in this Contract
isnow 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



 


The Borrower
and the Lender confirm that 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 perform or does not fully perform its obligation
under this Contract, 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.


 


		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 or special seal for contractual
use, and it terminates when Trust Loan principal, interest, penalty interest, liquidated damages and all the other obligations
of payment have been fulfilled.



 


		20.2	If both parties disagree on if the situations under this
Contract reach to the standard of “significant”, “substantial”, “serious” and so on, the Lender's
interpretation shall prevail.



 


		20.3	When disputes arise during the performance of this Contract,
it may be resolved through consultation. If it doesn’t work, either party shall file a lawsuit to the people's court with
jurisdiction at Lender’s domicile. During the proceeding, the terms that do not involve the dispute under the Contract shall
still be fulfilled.



 


		20.4	The contracts, memos, commitments and other binding legal
documents signed by the Borrower or Lender on the matters under this Contract which are effective and binding shall be an integral
part of this 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 under the Contract, and have
accurate and correct understanding on relevant rights, obligations and responsibilities of both parties.



 




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	Trust Loan Contract

 


    

 


		20.6	This Contract has six original copies, with two copies
belonging to the Lender, one copy belonging to the Borrower, and the rest being 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.)


 




    23 


    
	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: 2016/9/7 


Place of signing: Chengdu


 




    24 


    
	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. 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


 




    25