**Exhibit 10.52**

 

***English translationfor convenience purposes only***

 

CHANG’AN INTERNATIONAL TRUST CO., LTD

 

Chang’an Trust—No. 3 Loan AssembledFund Trust Plan of Kingold Jewelry

 

Trust Loan Contract

 

September 2017

 

 

 

 

Chang’an Trust—No. 2 Loan AssembledFund Trust Plan of Kingold Jewelry

 

Trust Loan Contract

 

Trust Loan Contract of Chang’anTrust—No. 3 Loan Assembled Fund Trust Plan of Kingold Jewelry (hereinafter referred to as “the Contract”) issigned in [Xi’an] on [September 26, 2017] by:

 

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

 

Legal representative: Jia Zhihong

 

Residence: Te 15, Huangpu Science & TechnologyGarden, Jiangan District

 

**Lender: Chang’an International TrustCo., Ltd (hereinafter referred to as “Chang’an Trust” or “The Lender”)**

 

Legal representative: Gao Chengcheng

 

Residence: 23/F, 24/F, High-Tech InternationalBusiness Center, No. 33, Keji Road, Gaoxin District, Xi’an City

 

The Borrower and the Lender are hereinaftercalled as “party” personally and “both parties” jointly.

 

Whereas:

 

1. Owing to demand for supplementingworking capital, the Borrower applies for trust loan to The Lender.

 

2. The Lender agrees toissue trust loan to the Borrower with the trust capital under the Chang’an Trust—No. 2 Loan Assembled Fund Trust Planof Kingold Jewelry.

 

The contract is made inline with the Contract Law and other relevant laws and regulations to specify the rights and obligations of both parties afterreaching consensus through consultation.

 

**Definitions and Interpretation**

 

1. In the Contract, savewhere the context or text otherwise requires, the following words and expressions shall have the following meanings:

 

**The Borrower**: referto Wuhan Kingold Jewelry Co., Ltd. and its legal inheritor.

 

**The Lender**: referto Chang’an Trust and its legal inheritor.

 

 

 

** **

**Trust Loan**: referto the loan issued to the Borrower with the trust capital under the Chang’an Trust—No. 3 Loan Assembled Fund TrustPlan of Kingold Jewelry, including various loans issued one time or many times. Save it otherwiserequires, “loan” in the Contract has the same meaning with trust loan.

 

**Repayment**: referto the loan capital payment prescribed in the Contract.

 

**Date of Repayment**:refer to the date of loan principal payment under the Contract.

 

**Retention Agreement**: refer to “theretention agreement of capital trust for Chang’an Trust—No. 3 Loan Assembled Fund Trust Plan of Kingold Jewelry.”,with the number: Trust Assembled Kingold Loan (2) 17241372, signed by the Lender, the Borrower, and with ICBC, and any valid modificationand supplementation.

 

**Warrantor**: refersto Jia Zhihong and his spouse and the legal inheritor of aforementioned warrantor.

 

**Guarantor:** refersto the joint name of pleador and warrantor.

  

**Contract of Pledge**:refers to the Contract of Gold Pledge of Chang’an Trust—No. 3 Loan Assembled Fund Trust Plan of Kingold Jewelry, withthe number: Trust Assembled Kingold Pledge (2) 17241372, signed by The Lender and Pledgor,and any valid modification and supplementation.

 

**Contract of Guaranty**:refers to “the Contract of Guaranty of Chang’an Trust— No. 2 Loan Assembled Fund Trust Plan of Kingold Jewelry,with the number: Trust Assembled Kingold Guaranty (2) 17241372, signed by The Lender and Pledgor, and any valid modification andsupplementation.

 

**Safe Lease**: refersto the safe lease signed by the Lender and Wuhan Yanjiang Avenue branch of Industrial and Commercial Bank of China Ltd.

** **

**Transaction document**:refers to the general term of the Contract, Financial Regulatory Agreement, and Regulatory Agreement of Pledge of Movables, Contractof Pledge and Contract of Guaranty and legal documents which prescribe the obligation or responsibility of the Borrower for performingthe agreement.

 

**Trust Contract**:refers to the Trust Contract of Chang’an Trust—No. 2 Loan Assembled Fund Trust Plan of Kingold Jewelry signed by baileeand bailor under the trust scheme, and any valid modification and supplementation.

 

**Specification of TrustPlan**: refers to Specification of Trust Plan of Chang’an Trust—No. 3 Loan Assembled Fund Trust Plan of Kingold Jewelry andany valid modification and supplementation.

  

 

 

** **

**Trust Document:** refersto the general terms of Trust Contract, Specification of Trust Plan and Letter of Statement of Subscription Risk.

 

**Trust Plan/Trust**:refers to Chang’an Trust—No. 2 Loan Assembled Fund Trust Plan of Kingold Jewelry

 

**Date of Loan:** refersto the date of establishment of the trust plan or the starting date of each allocation specified on the certificate of indebtednessof loan when making allocation for several times.

 

**Expiration Date**:refers to the date since the date of each loan with 24 months at the expiration, and the date for the confirmation of notificationthat the Lender announces the advanced expiration of loan.

 

**Prepayment**: theBorrower prepays all or part of loan capitals before the repayment date prescribed in the Contract.

 

**Date of prepayment**:refers to the date when the Borrower prepays all or part of loan capitals before the repayment date prescribed in the Contract.

 

**Expiration**: meansthat the expiring date prescribed in the Contract is due or the Lender pronounces that the loan is due in advance.

 

**RMB Loan Account**:refers to the bank account appointed by the Borrower, used for accepting the loan issued by The Lender.

 

**Workday**: refersto any day except national holiday and public holiday.

 

**CBRC**: refers toChina Banking Regulatory Commission and its agencies.

 

**Year**: refers toevery calendar year.

 

**Quarter**: refersto the natural quarter of calendar year, namely 1-3 as the first quarter, 4-6 as the second quarter, and 7-9 as the third quarterand 10-12 as the fourth quarter.

 

**Month**: refers toevery calendar month.

 

**RMB**: lawful moneyof the People’s Republic of China.

 

**Yuan**: refers tomonetary unit of RMB.

 

2. Words or abbreviationnot defined in the Contract have the same definitions with relevant words or abbreviation in Trust Contract or other trust documents.

 

 

 

 

3. Titles of terms and attachmentin the Contract are set solely used for the convenience of reference and are not deemed to be as the interpretation of the termor attachment.

   

**Article 1 Loan Type**

 

The loan under the Contractis loan of working capital.

 

**Article 2 Currencyof Loan**

 

The currency of loan underthe Contract is RMB.

 

**Article 3 Purpose ofLoan**

 

The Borrower shall use theloan to supplement working capital. The Borrower is not allowed to change the purpose of loan without the written permission ofThe Lender, including but not limited to, that the Borrower is not allowed to use the loan for investment of stock, futures, financialderivative instrument, etc. or projects prohibited by any law, regulation, regulatory provision and national policy or projectswithout approval granted and prohibit the project and purpose of loan investment.

 

**Article 4 Amount ofLoan**

 

The amount of loan underthe Contract is One Billion Yuan (Capital), RMB 1,000, 000, 000.00 Yuan (small). The specific amount of loan shall follow the amountspecified on “the certificate of indebtedness of loan”. In case trust plan is issued or the allocation is made partially,the amount of loan under the Contract shall follow the total amount of loan specified on “the certificate of indebtednessof loan”.

 

**Article 5 Life of Loan**

 

5.1 The life of loan underthe Contract is 24 months, calculated since the date of loan.

 

5.2 Based on conditionsprescribed in the Contract, in case that the Borrower pronounces that the loan is due in advance, the date of confirmation of notificationwhich pronounces that the loan is due in advance is the expiring date of life of loan.

 

5.3 Where there any inconsistencybetween the starting dates of life of loan under the Contract with “the certificate of indebtedness of loan”, the lattershall prevail.

 

**Article 6 InterestRate and Interest of Loan**

 

6.1 The annual interestrate of loan under the Contract is 10%.

 

6.2 The loan interest iscalculated since the date of loan.

 

 

 

 

6.3 The interest on loanunder the Contract is paid for two parts.

 

(1) The first part of intereston loan is paid to the Lender within 5 workdays since the date of loan. The amount of the first part of loan interest = loan amount*1.1%*365/360.

 

If the loan expires in advance,the first part of interest loan received by the Lender will not be returned.

 

(2) The second part of intereston loan is paid to the Lender within 5 workdays since 12 months after the expiring date of each loan and current loan. The amountof the second part of loan interest = loan amount *1.1%*365/360.

 

If the loan expires in advance,the second part of interest loan received by the Lender will not be returned.

 

(3) The third part of intereston loan is calculated by day and settled by quarter, since the date of loan. The amount of the third part of loan interest = loanamount *8.9%*actual days/360. “Actual days” mean the days between the date of loan (including this day) and the expirationdate of this loan (not including this day).

 

Since the date of loan,the 20th of the last month of every natural quarter is the day of interest settlement. The Borrower shall pay TheLender the interest on loan payable in current quarter within 1 workday after the day of interest settlement. Interest of currentquarter: the amount of the second part of loan interest = loan amount *8.9%*actual days of current quarter/360.

 

“Actual days of currentquarter” mean the days between the last date of loan (including this day) and the next date of loan (not including this day).The first “actual days of current quarter” mean the days between the date of loan (including this day) and the firstinterest settlement day (not including this day). The last “actual days of current quarter” mean the days between theinterest settlement day before the loan expiry day (including this day) and the loan expiry day (not including this day).

 

The last interest settlementday is the expiring date of loan. In case the Borrower repays part or all capitals of loan in advance, date of prepayment is thelast interest settlement day. The rest interest should be paid on the last interest settlement day and the interest is clearedwith the principal.

 

6.4 During the life of loan,in case People’s Bank of China adjusts the benchmark interest rate of loan for the corresponding period, it shall executeby [1] as follows.

 

(1) Continue to executeinterest rate prescribed in the Contract.

 

(2) Adjust the scope basedon the benchmark interest rate of loan of People’s Bank of China for the corresponding period and adjust the interest rateprescribed in the Contract with the same scope.

 

 

 

 

(3) In case People’sBank of China improves the benchmark interest rate of loan for the corresponding period, improve the interest rate prescribed inthe Contract with the same scope. In case People’s Bank of China lowers the benchmark interest rate of loan for the correspondingperiod, the interest rate prescribed in the Contract remains unchanged.

 

6.5 In case the loan under the Contract is issuedpartially, the interest of each loan shall be charged in the abovementioned manner.

  

**Article 7 Issue ofLoan**

 

7.1 Unless The Lender givesup all or part of conditions, only after satisfying the following prerequisites for issuing a loan, The Lender is in duty boundto issue a loan to the Borrower.

 

(1) The Contract has beensigned.

 

(2) The Borrower has submittedthe completed “Certificate of Indebtedness of Loan” according to the requirement of The Lender.

 

(3) Trust plan has beenestablished.

 

(4) Contract of Guarantyhas been signed.

 

(5) Contract of Pledge hasbeen signed and the gold pledge procedure has been taken.

 

(6) Notarial acts for compulsoryexecution of the Contract and the abovementioned contracts have been transacted.

 

(7) Safe Lease has beensigned and taken effect.

 

(8) Retention Agreementhas been signed and taken effect.

 

(9) Property insurance forthe pledge has been obtained.

 

7.2 Arrangement for Issueof Loan

 

After satisfying the conditionsfor issuing a loan prescribed in the Contract, The Lender should transfer the capital of loan into the following RMB loan accountopened by the Borrower:

 

Account name: Wuhan KingoldJewelry Co., Ltd

 

Account number: xxxxxxxx8260003815

 

Opening Bank: WangjiadunBranch of Wuhan CITIC Bank

 

 

 

 

7.3 Once the loan underthe Contract is transferred from the account of The Lender, it is deemed to that The Lender has fulfilled the obligation of issuingthe loan.

  

Article 8 Repayment of Principalwith Interest

 

8.1 Payment of Interest

 

The Borrower shall pay theinterest according to the agreement of Article 6 in the Contract.

 

8.2 As for repayment ofprincipal, the Borrower shall repay principal and interest on the loan expiration day together.

 

8.3 The Borrower shall transfer the payment payableto the following account appointed by The Lender on the interest payment date and repayment date:

 

Account name: Chang’anInternational Trust Co., Ltd

 

Account number:

 

Opening bank:

 

8.4 The Lender is entitledto firstly use the payment of the Borrower to pay off all expenses which should be undertaken by the Borrower but are paid by TheLender for the Borrower prescribed in the Contract and expenses for The Lender achieving creditor’s right. The payment ofthe Borrower is insufficient to pay off the payable amount of The Lender (including but not limited to loan principal, interest,liquidated damages, compensation for damage, expense for achieving the creditor’s right and other expenses payable) underthe Contract. The Lender is entitled to decide which payment is preferentially applied to the sequence of refunding principal,interest and other expenses.

 

8.5 Without written consentof the Lender, the Borrower should not repay in advance.

 

8.6 According to conditionsagreed in the Contract, in case The Lender pronounces that the loan is due in advance, the Borrower shall repay all payable butunpaid principal, interest and expenses on the date when the notification about acceleration of maturity isestablished.

 

Article 9 Measures of Guaranteeand Credit Promotion

 

9.1 All debts under theContract, including but not limited to all principals, interest (including compound interest and default interest), liquidateddamages, compensation and other payment that the Borrower shall pay to The Lender are guaranteed by guarantor in the followingmanners.

 

(1) In accordance with Contractof Pledge of Trust Assembled Kingold Pledge (2) 15240818, Pledgor provides pledge guaranteewith the pledge it legally owns.

 

 

 

 

(2) In accordance with Contractof Guaranty of Trust Assembled Kingold Guaranty (2) 15240818, Guarantor provides guarantee warranty with joint liability.

 

Article 10 Rights and Obligationsof Borrower

 

10.1 Rights of Borrower

 

(1) Entitled to requireThe Lender to issue loan according to stipulations of the Contract;

 

(2) Entitled to use theloan for the purpose agreed in the Contract;

 

(3) Entitled to requireThe Lender to keep the relevant financial information and commercial secrets about production and management in confidentiality,save where laws and regulations otherwise require.

 

10.2 Obligations of Borrower

 

(1) During the term of loan,it must provide balance sheet, profit and loss statement, cash flow statement and other required relevant data to The Lender, within15 days in the end of each financial year and take responsibility of the authenticity, completeness and validity of the foregoingprovided documents and data.

 

(2) Use the loan for thepurpose agreed in the Contract and cannot forcibly occupy and misappropriate it.

 

(3) Actively cooperate and consciously acceptthe investigation and supervision of The Lender on its production and management, financial activity and loan utilization underthe Contract.

 

(4) Pay off principal andinterest of loan on schedule in accordance with stipulations of the Contract.

 

(5) The Borrower and itsinvestor are not allowed to secretly withdraw funds or transfer assets or evade debts to The Lender by connected transaction.

 

(6) In case the Borrowermakes new investment and financing, or provides warranty for others’ debt before paying off principal and interest of loan,the Borrower shall notice the Lender in written form and secure the written consent of the Lender.

 

(7) During the period ofvalidity of the Contract, in case that the Borrower and Guarantor alter name, address and legal representative, they should noticethe Lender in writing within seven working days days since the date of alteration. Otherwise, relevant documents sent by the Lenderbased on the original name, address and legal representative are deemed as delivered.

 

 

 

 

(8) In case the Guarantorunder the Contract suffers production halts, discontinuation of business, cancellation of registration, cancellation of businesslicense, bankruptcy, revocation and operating losses and partly or all loses the guarantee ability corresponding to the loan orthe value of mortgage and pledge as the guarantee of loan under the Contract reduces, damaged or lost or the guarantee is not establishedvalidly, or the Guarantor is unauthorized to cancel the registration of pledge and transfer the pledge and takes other acts ofdisposition which impact the performance of right of pledge, the Borrower shall promptly provide the Lender other recognized guarantee.In case the Borrower fails to keep the commitment according to requirement of the Lender, the Lender is entitled to proclaim thatthe loan is due in advance and the Borrower shall prepay all principal and interest of the loan based on requirements of the Lenderand provide indemnity to the Lender for the caused loss.

 

(9) During the durationof contract, in case the Borrower or its related party, dominant stockholder and guarantor has consolidation, separation, alternationof stock rights, increase and decrease of capital, joint stock, consortium, production halts, discontinuation of business, cancellationof registration, cancellation of business license, revocation and forced application for bankruptcy, foreclosure and litigation,arbitration, great dispute, serious difficulty in production and management, deterioration of financial condition, involvementin illegal fund-raising, and the legal representative or person chiefly in charge and actual controller takes illegal actions,the change of marital status, administrative penalty or criminal punishment, unfavorable change of financial condition, litigation,arbitration and great dispute and the Lender considers what may bring adverse influence on the obligation of the Borrower of repaymentunder the Contract, the Lender is entitled to request the Borrower to implement the settlement of debt, guarantee or other remedialmeasures under the Contract and the Borrower shall prepay all principal and interest of the loan based on requirements of the Lenderand provide indemnity to the Lender for the caused loss. In case of the said circumstances, the Borrower shall notice the Lenderin writing within two days since the date of occurrence. Otherwise, the Lender is entitled to ask the Borrower to hold responsiblefor breach of contract.

 

(10) The Borrower shallbear expenses of evaluation, registration, notarization and lawyer service related to guarantee under the Contract.

 

**Article 11 Rights andObligations of the Lender**

 

11. 1 Rights of the Lender

 

(1) The Lender is entitledto request the Borrower to repay the principal, interest and expenses of the loan on schedule, exercise other rights agreed inthe Contract and perform other obligations under the Contract.

 

(2) Collect loan principal,interest, overdue interest, default interest, compound interest, liquidated damages and other payable expenses in accordance withlaw or provisions of the Contract.

 

 

 

 

(3) The Lender is entitledto understand the production and management, financial activity, construction of project for the loan and its operation of theBorrower and request the Borrower to provide relevant information.

 

(4) The Lender is entitledto investigate and supervise the usage of loan.

 

11.2 Obligations of theLender

 

(1) Issue the loan on schedulebased on the Contract, save the delay due to reason of the Borrower or other reasons not concerned about the Lender.

 

(2) Keep the financial informationprovided by the Borrower and the commercial secret about production and management in confidentiality, save the laws and regulationsotherwise requires.

 

**Article 12 Managementafter Loan**

 

12.1 Within period of loan,the Borrower has the obligation to coordinate with the Lender to make investigation on the usage of loan capital under the Contract,including but not limited to that the Borrower shall provide the Lender relevant contract, agreement, payment document and certificateof ownership.

 

12.2 The Lender is entitledto investigate the performance, credit standing and business condition of the Borrower. The Borrower has the obligation to submitrelevant data based on requirements of the Lender.

 

**Article 13 Items ofNotarization**

 

13.1 The Lender and theBorrower shall transact notarization of document of obligation which endows the Contract with compulsory execution effect aftersignature. The Borrower shall bear the expense arising from notarization.

 

13.2 The Lender and theBorrower hereby confirm that the debtor-creditor relationship in the Contract is definite, without doubts on all agreed rightsand obligations for both parties. In case the Borrower fails to fulfill or inappropriately fulfills any obligation agreed in theContract, the Borrower is willing to receive compulsory execution, without any judicial proceeding. The Lender can directly applyfor compulsory execution to people’s court with right of jurisdiction in line with provisions of Civil Procedure. Meanwhile,the Borrowers waives right of defense.

 

13.3 The agreement on notarizationof compulsory execution in the Article is prior to execution of Article, “dispute resolution” in the Contract.

 

**Article 14 Statementand Guarantee**

 

14.1 Statement and guaranteeof the Borrower are as follows:

 

 

 

 

(1) The Borrower is a legallyregistered and validly existing business entity and is entitled to dispose property under its management, operate the businessrelated to purpose of loan under the Contract and sign and fulfill the Contract.

 

(2) The signing of the Borroweron the Contract has achieved the approval or authorization of board of shareholders of Company or other competent authorities andexternal competent authorities (if necessary); all responsibilities caused by the Borrower for having no right to sign the Contractshall be undertaken by the Borrower, including but not limited to proving compensation for loss to the Lender in full amount.

 

(3) There is no conflictfor the signing and fulfillment of the Borrower for the Contract with provisions (such as articles of association) which are bindingfor the Borrower and assets and other agreement (including but not limited to investment and financing abroad, warranty providedto others and/or itself).

 

(4) All documents and information,including but not limited to transaction contract, agreement, relevantly financial statement, contract under the performance, signedwith other financing institutions and contract providing warranty to others and/or itself shall be true, correct, legal, validand complete.

 

(5) When signing the Contract,no litigation, arbitration or criminal and administrative punishment which causes seriously adverse consequences on the Borroweror main property of the Borrower take place and such litigation, arbitration or criminal and administrative punishment will nottake place during the execution of the Contract. If happens, the Borrower shall immediately notice the Lender based on provisionof the Contract.

 

(6) The Borrower possessessustainable operation ability and legal source of repayment.

 

(7) In case the Borroweris in default on principal and interest of the loan or any other default, the Lender is entitled to notice related department orunit and make collection by announcement via news media.

 

(8) The Borrower shall operatelegally, with sound credit standing, without poor credit record such as credit default and evasion and rejection of bank debts.

 

(9) The Lender has the rightto provide the loan information of the Borrower to the national financial credit information basic data center according to thecredit management rules.

 

 

 

 

14. 2 Statement and guaranteeof the Lender are as follows:

 

(1) The Lender is a legaltrust company approved by China Banking Regulatory Commission and approved business contains the fiduciary activities includingevents involved in the Contract. The Lender has full capacity for civil conduct as the non-bank financial institution in China.

 

(2) The Lender issues trustloan to the Borrower with the trust capital under the trust plan and Chang’an Trust has legal right of disposition of trustproperty.

 

**Article 15 Responsibilityof Default**

 

15.1 Any party shall takethe responsibility of default by law if not performing or incompletely performing the obligations agreed in the Contract.

 

15.2 In case the Borrowerfails to pay interests under the Contract on schedule with full amount, the Lender is entitled to ask the Borrower to pay off indeadline and charge the Borrower for overdue interest by the interest rate 50% above the loan interest rate under the Contractas well as charge liquidated damages in the following way: amount of overdue interest *[0. 08] %/day*actual overdue days.

 

15.3 In case the Borrowerfails to pay the principal under the Contract on schedule with full amount, the Lender is entitled to ask the Borrower to pay offin deadline and charge the Borrower for overdue interest by the interest rate 50% above the loan interest rate under the Contractas well as charge liquidated damages in the following way: amount of overdue interest *[0. 08] %/day*actual overdue days.

 

15.4 In case the Borrowerfails to use the loan for the purpose agreed in the Contract, the Lender is entitled to pronounce the acceleration of maturityof loan and withdraw all loans in advance as well as request the Borrower to pay the liquidated damage by 100% of appropriatedfunds.

 

15.5 In case of the followingbehaviors, the Lender is entitled to announce the acceleration of maturity of loan, stop issuing the funds which have not beenwithdrew by the Borrower and withdraw all loans in advance. The Borrower shall pay all payable but unpaid principal, interest andexpenses under the Contract by the date determined in notice of the acceleration of maturity. The Borrower shall amend and takeremedial measures satisfied to the Lender within 5 days after receiving the notice of the Lender.

 

(1) Provide the Lender withfalse or subreptitious balance sheet, profit and loss statement and other financial information, contract and agreement relatedto the transaction, etc.

 

(2) Violate this Contractby not notifying the Lender under the circumstances that it should notify the Lender, or not adopting payment, guarantee or otherremedial measures under this Contract;

 

 

 

 

(3) In case of the followingsituations that the Lender holds it may endanger the safety of creditor’s right under the Contract: the Borrower fails tofulfill other matured debts (including the matured debts to the Lender or the third party), assign property with low price andwithout reward, abate debts of the third party, negligent in exercising creditor’s rights or other rights or proving warrantyfor the third party;

 

(4) The important part ofor all properties are occupied by other creditor or taken over by the assigned consignee, recipient or similar personnel or theproperties are distrained or frozen, which may cause loss to the Lender;

 

(5) In case of alterationon matters of industrial and commercial registration such as corporate shareholder, residence, contact address, business scopeand legal representative or significant investment abroad that may affect or threaten the achievement of creditor’s rightof the Lender;

 

(6) Involved in significanteconomic dispute or deterioration of financial conditions which may affect or threaten the achievement of creditor’s rightof the Lender;

 

(7) Warranty has not beenestablished validly or cancelled arbitrarily, or the value of guarantees and pledge used for warranty has been or may be reduced,or warrantor may lose qualification or ability of warranty.

 

(8) During the life of loanset forth in the Contract, the Borrower defaults to any creditor;

 

(9) Any precondition forissuing a loan agreed in the Contract has not been satisfied continuously.

 

(10) Any behavior or situationwhich may threaten the achievement of creditor’s right of the Lender or cause loss.

 

15.6 In case the Borrower,guarantor or the opposite side of transaction document violates the agreement of transaction document, the Lender is entitled topronounce the acceleration of maturity of the loan, stop issuing the funds which have not been withdrew by the Borrower and withdrawall loans in advance. The Borrower shall pay all payable but unpaid principal, interest and expenses under the Contract by thedate determined in notice of the acceleration of maturity.

 

15.7 In case two and abovematters of default take place simultaneously, the foregoing funds can be applied repeatedly.

 

**Article 16 Validation,Alteration and Termination of Contract**

 

16.1 The Contract shalltake effect since the date when the legal representatives or authorized representatives of both the Lender and the Borrower signor seal and stamp the official seal of unit or special seal for contract and terminate since the date when all loan principal,interest, compound interest, default interest, liquidated damages and all payable expenses are paid off.

 

 

 

 

16.2 The Lender can transferall or part of creditor’s right of loan under the Contract to the third party after the validation of the Contract. But theBorrower is not allowed to transfer its rights and obligations under the Contract to the third party without permission of theLender.

 

16.3 In case the trust planis invalid, the Contract is terminated automatically. Parties shall not take the responsibility of default, save the invalid trustplan caused by the Borrower, in which case the Lender has the right to require the Borrower to pay damage. Damage = the loan amountagreed under this Contract *0.08% * day*N.

 

N: the actual existing daysbetween the Contract signing day (including) and the day to pay for damage (not including).

 

**Article 17 Ways ofDispute Resolution**

 

17.1 Both parties shallsolve disputes arising from the process of contract performance by friendly negotiation. In case no settlement can be reached throughnegotiation, the parties can prosecute to people’s court with right of jurisdiction in the domicile of the Lender or applyfor compulsory execution to people’s court with right of jurisdiction.

 

17.2 During negotiationand litigation and the Borrower is applied to execute, for other terms without disputes under the Contract, the Lender and theBorrower shall still execute.

 

17.3 Any dispute arisingfrom the signing and performance of the Contract and interpretation of terms under the Contract are subject to laws and regulationsof People’s Republic of China (for the purpose of the Contract, not including laws and regulations of Hong Kong, Macao SpecialAdministrative Region and Taiwan) and interpreted by these.

 

**Article 18 Notificationand Delivery**

 

18.1 All notifications ofboth parties are in written form and can be delivered by personal service, registered letter service and express mail service.The fax can be auxiliary mode of service but shall be made supplementary service in the foregoing stipulated manner.

 

18.2 Save the Contract otherwiserequires, notification is deemed to be delivered to notified party on the following date.

 

(1) Personal service: datestated in the signature form of notified party received by notifying party.

 

 

 

 

(2) Registered letter service:the seventh day after the date when sending the receipt of registered letter at home possessed by notifying party

 

(3) Express mail service:the third day after postmark date after sending the delivery certificate possessed by notifying party

 

(4) Fax: the first workdayafter receiving the confirmation of successful delivery

 

18.3 Both parties agreethat their contact and communication method follow the following relevant information:

 

Contact information of theBorrower is as follows:

 

Contract person: Qiao Hu

 

Contract address: Te 15,Huangpu Science & Technology Garden, Wuhan City

 

Postal code: 430023

 

Telephone: 13317109760

 

Fax: 027-65694977

 

Contract information ofthe Lender is as follows:

 

Contact person: Su Juxiong

 

Contact address: 23/F, 24/F,35/F, 36/F, High-Tech International Business Center, No. 33, Keji Road, Gaoxin District, Xi’an City

 

Postal code: 710075

 

Telephone: 18164039168

 

Fax: 027-82713008

 

18.4 During the life ofloan, in case the contact address or contact information of one party changes, it shall notice the other party within seven workdayssince the date of change in writing. If failing to immediately notice the other party in case of any change, the notification sentby one party to the other is deemed to be delivered.

 

 

 

** **

**Article Confidentiality**

 

19.1 Both parties take theconfidentiality obligation for the Contract and events related to the Contract. One party is not allowed to disclose any eventrelated to the Contract to the third party without the written permission of the other party, save the following situations.

 

(1) The Lender fulfillsthe obligation of information disclosure stipulated by laws and regulations or trust document and discloses to trustor and beneficiary.

 

(2) Disclose to staff suchas auditor and lawyer entrusted in business, with the premise that the staff must take confidentiality obligation for informationrelated to the Contract perceived from their work;

 

(3) Such information anddocument may be obtained through public approach or the disclosure of such information is the requirement of laws and regulations;

 

(4) Disclosure related tothe Contract made to court or based on requirement of disclosure procedure or similar procedure before litigation or adopted legalprocedure;

 

(5) Disclosure made by theLender to the financial regulatory institution in accordance with the requirements of financial regulatory institution.

 

19.2 In any case, the confidentialityobligation stipulated in this section shall be permanently and continuously valid.

 

**Article 20 Force Majeure**

 

20.1 Force majeure in theContract refers to any unforeseeable, unavoidable and insuperable objective circumstances, including but not limited to flood,earthquake and other natural disasters, war, epidemic situation, disturbance, strike and act of government, etc.

 

20.2 In case one party ofthe Contract fails to completely or partly fulfill the Contract due to force majeure, it shall notice the other party in writingwithin 5 days since the occurrence of force majeure and provide the detailed information of events and documentary evidence thatrelevant competent authority and functional department prove that the Contract cannot be fulfilled completely or partly within15 days.

 

20.3 Any party shall nottake responsibility of default in case it fails to completely or partly fulfill the Contract due to force majeure but it shalltake all necessary and appropriate actions to minimize the losses caused to the other party.

 

20.4 In case of force majeure,both parties shall make negotiation and determine to alter or terminate the Contract based on the influence of force majeure onthe fulfillment of the Contract.

 

 

 

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**Article 21 Term ofReservation of Right**

 

Rights of the Lender underthe Contract do not impact and exclude any right shared by laws and regulations and other contract. Any tolerance, moratorium,privilege implemented on any default or delay or delay in exercising any right under the Contract shall not deemed to be waiveof rights and interest under the Contract or permission or approval for any breach of contract, not limiting, preventing and hinderingthe continuous exercise of the right or any other right, or leading the Lender to take the obligation and responsibility for theBorrower.

 

**Article 22 SupplementaryProvisions**

 

22.1 For unaccomplishedmatters in the Contract, both parties shall reach a written agreement separately as the attachment of the Contract. Any attachment,modification or supplementation of the Contract is indivisible component of the Contract, with the equal legal effect with theContract.

 

22.2 In case any term ofthe Contract is invalid for any reason, the invalid term does not impact the effect of other terms of the Contract and both partiesshall continue to fulfill other terms, save the invalid term makes the purpose of the Contract unrealizable or causes practicalinfluence on fulfillment of other terms.

 

22.3 As for the date whenthe Lender issues or receives funds under the Contract, in case of public holiday or legal holiday, postpone to next workday.

 

22.4 The Contract is madein duplicate, with each for both parties. Submit one copy to Notarization Department of Wuhan City for filing. It is stored byChang’an Trust and each has equal legal effect.

 

22.5 The irrevocable Certificateof Indebtedness of Loan submitted by the Borrower to the Lender is the loan certificate of the Contract, with equal legal forcewith the Contract.

 

The Borrower has read allterms of the Contract. At the request of the Borrower, the Lender has made corresponding stipulation about the Contract. The Borrowerhas completely understood the meaning of contract terms and corresponding legal consequence. The Borrower is entitled to sign theContract.

 

(There is no body in thefollowing)

 

 

 

 

[This page is the signature page of the TrustContract of Chang’an Trust—No. 2 Assembled Funds Trust Plan of Kingold Jewelry Loan, with the number: trust assembledKingold loan 15240818, no body.]

 

The Borrower: Wuhan Kingold Jewelry Co., Ltd.(official seal or special seal for contract)

 

Legal representative or authorized representative(sign or seal)

 

The Lender: Chang’an International TrustCo., Ltd (official seal or special seal for contract)

 

Legal representative or authorized representative(sign or seal)

 

Date of signature: September 26, 2017

 

Address of signature: Xi’an City