Exhibit 10.53


 










  


NOTARY CERTIFICATE


 


 


 


 


 


 


 


 


 


 


 


 


 


 


People’s Republic of China


 Hantang Notary
Office, Xi’an, Shaanxi province


 


 




     


     


    

 


No. : 2018 Kunlunxin( ) Zi No:18050XB02


 


The Operation Income Right Transfer
and Repurchase Contract


 


Transferor: Wuhan
Kingold Jewelry Co., Ltd (hereinafter referred to as “Kingold
Jewelry” or “transferor”)


Residence: No.
15 (special), Huangpu Science Park, Jiang’an District


Legal representative:
Zhihong Jia


Contact Address:
No. 15 (special), Huangpu Science Park, Jiang’an District


Zip code: 430023


Contact person:
Huang Yi


Tel: 13971680308
                              Fax:


 


Transferee: Kunlun
Trust Co.,Ltd (hereinafter referred to as “transferee”)


Legal representative:
Xiao Hua


Adress:


Contact person:
Xian Chunlin


Tel: 029-86597938
                             E-Mail:
xianchunlinkl@cmpc.com.cn 


  


Whereas:


		1.	Transferor is a large-scale gold and
                                         platinum jewelry manufacture and wholesale company. Transferor plans to transfer the
                                         operation income rights to Kunlun Trust in next two years. Transferee is the trustee
                                         of “Kunlun Trust· Kingold Jewelry Assembled Fund Trust Plan” (hereinafter
                                         referred to as the “Trust Plan”), and transferee purchases the Operation
                                         Income Right of Au9999 standard gold from Shanghai Gold Exchange(“SGE”) held
                                         by transferor with trust fund of the Trust Plan.



 


		2.	Transferor shall repurchase the above
                                         Operation Income Right by the time price according to the agreement of both parties.



 


According to The Contract
Law of the People’s Republic of China and other laws and regulations, based on the principles of good faith and justice
and through friendly consultation, both sides reach this contract to comply regarding the transfer and repurchase of the Object
Assets Income Right.


 






     


     


    

 


Article 1 Transfer
Object


 


1、The
transfer object under this contract is the Operation Income Right of the operation income of next two years  held by transferor.


2、Details
of transferor:


(1)
name of transferor:


(2)
the formation of main income of transferor in recent 2 years:


 


Article 2 Transfer
Price and Payment


1、Both
parties agree that the transfer price of the Operation Income Right is RMB 300 million yuan.


2、The
transfer price shall be paid by the trust fund under Trust Plan and the actual amount shall be subject to the amount of raised
trust fund in every period of Trust Plan. On receiving every transfer payment, transferor shall submit payment confirmation to
transferee.


3、Transferee
agrees to pay transfer price in lump sum or in installments after the establishment of Trust Plan and the guarantee, which is
promised by transferor, is implemented.


Account name: Wuhan
Kingold Jewelry Co., Ltd 


Account number:


Bank:


Transferee shall
be deemed to perform duty after paying the transfer price to the above account of transferor. If any change occurs on the above
account, transferor shall give written notice to transferee on the date of change, otherwise any responsibilities arising from
that shall be taken by transferor.


4、After
the date that transferee signed this contract and pays the first transfer payment, transferee obtains all the Operation Income
Right since this date. Since this delivery date, transferor shall deposit all interests and other earnings of Object Assets in
the special trust account in 2 work days. 






     


     


    

 


Article 3 Assets
Income Right Repurchase


 


1、After
transferring the Operation Income Right to transferee, transferor promises to repurchase the Assets Income Right in the agreed
period since the establishment of trust plan. After transferor completed the payment, transferor shall be deemed to complete the
repurchase of the Assets Income Right, and the Assets Income Right is owned by transferor.


2、Repurchase
payment price consists two parts: Base repurchase price and repurchase premium


(1)
base repurchase price: Base repurchase price equals the transfer price stipulated in article 2 of this contract.


Transferor shall
pay off all base repurchase price to transferee in months since the establishment of the Trust Plan. And on completion
of base repurchase price payment, transferor shall settle the unsettled payable repurchase premium. If transferor needs to pay
base repurchase price in advance, it shall deliver written application to transferee, and shall implement it with agreement of
transferee.


(2)
repurchase premium: Before the settlement of base repurchase price, transferor shall pay repurchase premium, repurchase
premium is calculated according to the following items:


transferor shall
pay current duration premium according to the annual rate of repurchase premium in the chart agreed below before 15th (included)
of every month and the last base repurchase price due date.


	starting
    date	annual
    rate of repurchase premium
	due
    date of the first transfer price	  10  %


 


Calculation formula
is as below:


current duration
premium= unsettled base repurchase price×days in this accounting period×annual rate of repurchase premium/360


Days in this accounting
period refers to the days from 21st of previous month to the 20th (included) of current month. And days
in last accounting period refers to the days from 21st of previous month to the day (not included) of the settlement
of all base repurchase prices.


Repurchase premium
due date and repurchase due date should not be moved backward when meet with statutory holiday. transferor shall transfer money
to the special account in the nearest workday.


If transferor does
not transfer payment within due date, the penalty shall be counted from repurchase premium due date or repurchase due date and
in accordance with the articles stipulated in this contract.






     


     


    




3、transferor
shall pay the repurchase price by transferring money to the special account appointed by transferee (Account Name: Kunlun Trust
Co.,Ltd , Account Number: , Bank: )


4、When
transferor is paying the repurchase price, all interests and other earnings produced by Object Assets that has been transferred
to special account shall be deduction to the repurchase price.


 


Article 4
Trust Protection Fund


1、According
to relevant stipulations in Measures for the Administration of Protection funds in the Trust Industry, transferor shall
subscribe trust protection funds at the price of 1% of base repurchase price. Every time when transferee pays the transfer amount,
it will send trust protection fund subscription notice and confirm the subscription amount to transferor. Transferor shall transfer
subscription amount to the special account transferee designated within 10days since transferee pays transfer amount, and transferee
shall subscribe the protection fund on its behalf.


2、When
transferor partially pays base repurchase amount, transferee shall return pro rata protection fund subscription money within 10
business days. When transferor entirely pays base repurchase amount, transferee shall return all remaining protection fund subscription
money and its earnings within 10 business days


3、If
transferor’s subscription amount is overdue, transferor shall pay overdue fine at 0.05% of subscription amount per day since
the date of overdue.


4、If
transferor fails to pay repurchase amount timely, transferee shall be entitled to settle with the subscription money and its earnings
in protection fund returned by transferor.


 


Article 5
Documents Submission


Transferor shall
submit necessary documents and materials in accordance with transferee’s requirements, including but not limited to original
pieces or copies of relevant materials on object assets owned by transferor, including but not limited to journal account of capital,
value added tax invoice, delivery note, list of outgoing items. The documents and materials that transferor submits to transferee
are all deemed as effective attachment to this contract.


 


Article 6
tax payment


The taxes produced
in the process of the exercise of rights or obligations under the contract shall be paid by each party respectively






     


     


    

 


Article 7
Representations and Warranties of transferor


Follows are the
representation and warranties of transferor:


1、After
this contract is signed, it will constitute the legal, valid and binding obligation to it.


2、transferor
is the entire, effective and legal owner of the object assets, and is entitled to transfer the assets income right of the object
assets to transferee. Transferee shall not meet any legal or actual impediment.


3、transferor
guarantees that there are no any other priority rights or third part rights except for additional articles in this contract.


4、After
this contract is signed, without transferee’s written permission, transferor shall not dispose object assets in any form,
and there shall be no priory right and other third party power on the object assets in any form.


5、Relevant
materials offered by Kingold Jewelry to transferee are true, effective, complete and there is no material omission or concealment.


6、The
transfer and repurchase of assets income right are equipped with necessary authorization and permission, and are within transferor’s
authority and are obedient with relevant laws.


 


Article 8
Representations and Warranties of transferee


Follows are the
representation and warranties of transferee


1、An
enterprise as a legal person, which forms legally according to the Law of the PRC and validly exists, and guarantees that it operates
legally


2、It
is complied with relevant trust stipulations to purchase assets income right by trust fund and the purchase is nit obedient with
compulsory stipulations in laws and administrations.


3、Relevant
materials offered transferor are true, effective, and complete and there is no material omission or concealment.


4、After
this contract is signed, it will constitute the legal, valid and binding obligation to it.


5、To
pay the transfer price to transferor according to this contract. 



     


     


    

 





Article 9
Contract Entry into Force


1、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).


2、The
Contract should be terminated if the trust plan fails to establish or part transferor y b’s promised guarantees are not
implemented in 60days since the date that the contract is signed.


 


Article 10
Special Agreement


1、After
coming into force of this contract, transferee is empowered to learn about transferor’s management, financial activities,
major transactions, and transferee is not entitled to intervene transferor’s management.


2、After
this contract becomes effective, if one of the following credit risks happens, transferor shall inform transferee in written form
within five business days after knowing this situation. Effects, possible effects on transferor , and remedial measures which
has taken or are going to take, deadline of remedy and expected effects should be listed carefully in the written notice.


(1)
The operating status of transferor deteriorates.


(2)
transferor has lost the business reputation.


(3)
Significant suit or arbitration cases happen which affect or may affect interests of transferor and make the operating
status of transferor deteriorate.


(4)
Events happen in transferor, which may have material adverse effect on transferor’s business, capital and property
status.


(5)
Other items that have material adverse influences on transferor when it performs this contract’s obligation.


 


Article 11
Notification


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


2、The
notices delivered by registered letter (postage paid) are effective delivery on the third day after they are delivered (as indicated
by the postmark). The notices issued by express mail service (postage paid) are effective delivery in the being delivered (as
indicated by the postmark).


3、The
delivery and notification articles in this contract and dispute settlement articles are independent articles, not involved in
the effectiveness of the whole contract or other articles in the contract.






     


     


    

 


Article 12
Confidentiality


Each party should
maintain confidentiality about this contract and matters related with this contract. If there are no written permissions of the
other party, any matters related with this contract cannot be disclosed to a third party, except the disclosures because of following
reasons:


1、transferee
performs the obligation of disclosing information ruled by the laws and regulations or trust documents and discloses information
to clients and beneficiaries.


2、Disclose
information to auditors, lawyers and other working staff, who are authorized in the normal business, with the precondition that
these people should perform the obligation of maintaining confidentiality to the information related with this contract in their
work.


3、The
data and documents can be gained publicly or the disclosure of this data is required by laws and regulations.


4、Disclosing
information to court, arbitration institution, or the disclosure related with this contract is required by the disclosure procedures
before lawsuit or the similar procedures, or the law procedure requires information to be disclosed.


5、According
to the requirement of financial regulator, transferee discloses information to the financial regulator.


Rules of this article
are still valid after the termination of contract.


 


Article 13
Force Majeure


1、The
force majeure referred in this contract, means earthquake, flood, war, governmental behaviors and other events which cannot be
foreseen, whose results can’t be prevented or avoided reasonably.


2、If
one party of this contract cannot perform this contract completely or partly, this party shall inform the other party within 5
business days after the happening of the force majeure; And offer the detail situation of the event within 15 business days and
the documentations offered by the relevant competent authorities, functional departments, or notary public which proves that this
contract cannot be performed completely or partly.


3、If
one party cannot perform this contract completely or partly because of force majeure, this party is not responsible for breaking
the contract, but this party shall take the necessary and proper measures to relieve losses which may bring to the other party.


4、If
force majeure happens, both parties shall decide in negotiation on the change or termination of this contract by the judging the
influence on execution this contract. 






     


     


    

 


Article 14
Amendment and Supplement to the Contract


1、The
agreed content in this contract can be changed after negotiating of two parties.


2、On
the matters not being specified in this contract, two parties can sign supplement to the contract.


3、The
contents which have changed in this contract or supplement contract have the same legal effect with this contract. If there are
conflicts between the content after the change or supplement contract and this contract, the content after the change or supplement
contract prevails.


 


Article 15
Default Liability


1、Any
party that breaches the contract or its representations and warranties shall bear the corresponding liability for breach of contract
and compensate for all the loss of the observant transferor ecause of its default.


2、If
transferee does not make transfer payment to transferor as agreed in contract, transferor is entitled to end the contract and
transferor shall not transfer assets income right to transferee, and shall return the paid transfer payment as transferee required.


3、transferee
is entitled to charge default fines on transferor. If transferor fails to make repurchase payment premium or base repurchase payment
in time as this contract agreed; Default fine is 0.5‰ of overdue repurchase price per day.


4、If
any default below occurs, transferee shall end this contract and require that transferor should make repurchase payment in advance
and claim compensation from guarantor or dispose guarantees.


(1)
transferor delays or fails to make the repurchase payment;


(2)
transferor fails to offer guarantee as agreed in this contract or relevant guarantee contract is not performed.


(3)
transferor fails to fulfill its commitment to transferee or breach relevant agreement signed with transferee.


(4)
Situations happens that transferee is well grounded to regard it may influence transferor’s assets income right repurchase.






     


     


    

 


Article 16
Dispute Resolution


All disputes arising
from this contract shall be settled through friendly negotiation. In case no settlement can be reached through negotiation, they
shall bring proceedings to the local People's Courts with the jurisdiction where transferee is located.


 


Article 17
Others


1、In
case any article of this contract is invalid for any reason, the invalidity of this article does affect the validity of other
articles of this contract, so both parties shall continue to execute the other articles of this contract.


2、transferee
has reminds transferor appropriately on articles about its liability exemptions or limitations; and has detailed explanation on
articles that transferor requested. Both parties show consensus on the understanding of this contract.


3、The
contract is in quadruplicate. Transferee holds two copies while transferor holds one copy, and relevant administration holds one
copy. All copies are with equal legal effect.


 


Article 18
Miscellaneous


1、In
the duration of this trust plan, when gold price (closing price of Au9999 in afternoon hours in Shanghai Gold Exchange in last
transaction day) changes and it causes the pledge rate to be higher than [ ],it is hit alarming line. And transferor shall pay
cash in corresponding amount to the pledgee within 3 working days so that the pledge rate will decrease to [ ]. When gold price
(closing price of Au9999 in afternoon hours in Shanghai Gold Exchange in last transaction day) changes and it causes the pledge
rate to be higher than [ ], it is hit close position. In this situation, if transferor does not supplement corresponding gold
or cash to make the pledge rate to decrease to %, transferee has right to dispose directly the pledged gold, transferor shall
cooperate to do corresponding work.






     


     


    




2、transferor
commits that it or a third party it appointed shall offer guarantee for transferee and guarantee the obligations of transferor
under this contract, such as repurchase payment and etc. 


 





	Guarantees	Name
    Of Guarantee contracts	Contract
    Number
	Wuhan
    Kingold Jewelry Co., Ltd	Pledge
    Contract	2018kunlunxin(zhi)No.18050XB02
	Wuhan
    Kingold Jewelry Co., Ltd	Mortgage
    Contract	 2018kunlunxin(di)No.18050XB02
	Jia
    Zhihong	Guaranty
    Contract	2018kunlunxin(baozheng)No.18050XB02







 





 






 


3、Notarization:(1)transferee
and transferor confirm that, after signing the Contract, both parties will transact compulsory notarization of the Contract and
relevant fees would be borne by transferor(2)transferor
hereby commits that if it fails to fulfill or incompletely fulfills any of its obligations under the Contract, it is willing to
receive judiciary compulsory execution, without any judicial proceeding. Transferee can directly apply for compulsory execution
to people’s court with jurisdiction. Transferor waives right of defense for such application.(3) This Article has priority
to the Article Dispute Resolution in this contract. 


4、Property
insurance for object assets: (1) After signing this contract, the two parties should purchase property insurance for object assets
at People’s Insurance Company of China for the quality and weight. All the insurance costs produced in insurance shall be
borne by transferor. Where transferor violates the provisions of the contract, transferee shall have the right to apply for compulsory
enforcement to the People’s Court with jurisdiction for directly disposing the pledged object. 


 


(The reminder of this
page is intentionally left blank)


 




     


     


    

 


 


Transferee: Kunlun
Trust Co.,Ltd (Official Seal)


Legal representative
or authorized agent:


 


 


transferor: Wuhan
Kingold Jewelry Co., Ltd. (Official Seal)


Legal representative
or authorized agent:


 


 


	Signing date:	Contract signed in