** **

**Exhibit 10.51**

 

**Trust Loan Contract**

 

**Between**

 

**Huarong International Trust Co., Ltd**

 

**And**

 

**Wuhan Kingold Jewelry Co., Ltd.**

 

**ContractNo.: Huarong [2016] Trust No. 287- Loan No. 1**

 

2016

 

 

 

 

Trust Loan Contract

 

Trust Loan Contractof Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan (hereinafter referred to as “the Contract”)

 

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

Legal representative: Jia Zhihong

Residence: Te 15, Huangpu Science &Technology Garden, Jiang’an District

Contact person: Huang Yi

Contact number: 13971680308

 

**Lender: Huarong International TrustCo., Ltd. (hereinafter referred to as “Huarong Trust”)**

Legal representative: Zhou Daoxu

Residence: 12/F, tower B,Tongtail BusinessCenter, No. 33, Jingrongdajie Road, Xicheng District, Beijing City

 Contact person: Chen Lei

Contact number: 010-57783682

 

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

 

Whereas:

 

Owing to demand forsupplementing working capital, the Borrower applies for trust loan to The Lender. The Lender agrees to issue trust loan to theBorrower with the trust capital under the Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan.

 

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

 

**Definitions andInterpretation**

 

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

 

**Trust Loan**:refer to the loan issued to the Borrower with the trust capital under the Huarong·Wuhan Kingold Trust Assembled Fund TrustPlan, including various loans issued one time or many times. Save it otherwise requires, “loan”in the Contract has the same meaning with trust loan.

 

**Repayment**:refer to the loan capital payment prescribed in the Contract.

 

 

 

  

**Contract of Pledge**:refers to the Contract of Gold Pledge of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan, with the number: huarongtrust [2016] zhi [287]-1, signed by The Lender and Pledgor, and any valid modification and supplementation.

 

**Contract of Guaranty**:refers to “the Contract of Guaranty of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan, with the number: huarongtrust [2016] bao [287]-1, signed by The Lender and Pledgor, and any valid modification and supplementation.

 

**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 Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan signed by bailee and bailor underthe trust scheme, and any valid modification and supplementation.

 

**Specification ofTrust Plan**: refers to Specification of Trust Plan of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan andany valid modification and supplementation.

 

**Letter of Statementof Subscription Risk**: refer to Letter of Statement of Subscription Risk of Trust Plan of Huarong·Wuhan Kingold TrustAssembled Fund Trust Plan and any 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 Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan

 

**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**:the Borrower 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**:means that 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**: refersto China Banking Regulatory Commission and its agencies.

 

**Year**: refersto every 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**: refersto every calendar month.

 

**RMB**: lawfulmoney of the People’s Republic of China.

 

**Yuan**: refersto monetary 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 andattachment in the Contract are set solely used for the convenience of reference and are not deemed to be as the interpretationof the term or attachment.

   

**Article 1 LoanType**

 

The loan under the Contractis loan of working capital.

 

**Article 2 Currencyof Loan**

 

The currency of loanunder the Contract is RMB.

 

**Article 3 Purposeof Loan**

 

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

 

 

 

 

**Article 4 Amountof Loan**

 

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 Lifeof Loan**

 

The estimated periodof each loan under this Agreement shall start from the loan lending day (included) and end at the last day of [24] months later(excluded, hereinafter referred to as "loan maturity date"). If the loan expires at the end of the quarter (i.e., 20th(included) day to the last day (included) of the final month of the period) or the People's Republic of China (for the purposesof this Agreement, the PRC excluding the Hong Kong Special Administrative Region, MSAR and Taiwan) statutory holidays, with theborrower's written application and the lender's approval, the maturity date of the loan may be extended to one of the first 3 workingdays of the first month of the next quarter, or one of 3 working days after statutory holidays.

 

**Article 6 InterestRate and Interest of Loan**

 

6.1 The loan interestis calculated since the date of loan.

 

6.2 The interest onloan under the Contract is paid for two parts.

 

6.2.1 For each loan,the lender will receive a special interest for a period of 2 years within 3 working days from the lending date of the loan on abasis of 1% per year. The specific interest amount charged is actual loan amount × 1% × 2. To avoid disputes, bothparties confirm:

(1) Thespecial interest received by the lender in accordance with the provisions of this clause shall not be due to the repayment of theloan prior to the expiry date of each loan according to Article 5 of this Agreement, and the borrower shall be in accordance withthe agreement, except as provided for in item (2) below.

(2) Inaccordance with this Agreement, the borrower repays the loan if the price of the pledged gold is lower than the warning line, andthe special interest charged on the prepaid principal amount (hereinafter referred to as "overpayment of interest") maybe borrowed. The person shall pay off the amount due to the lender when the lender finalizes the final loan principal and interestunder this contract, in respect of any overdue interest on the aforementioned prepayment in advance = ∑ This advance paymentis used to repay this contract. The principal amount of the i-th loan under the item x 1% × the actual number of days fromthe date of repayment of the i-th loan principal (inclusive) to the ending (excluding) period of the i-th loan scheduled due date÷ 360. Among them, i refers to each loan under this contract, which is 1, 2, 3......

  

 

 

 

6.2.2 Exceptfor the above-mentioned one-off special loan interest, other loan interest (hereinafter referred to as “general interest”)under this Agreement will be charged on a daily basis. For each loan, the general interest is calculated based on the actual numberof days between the date of the loan deduction (inclusive) and the completion of the entire principal repayment of the loan underthis Agreement (excluding the actual day). The general interest receivable on a daily basis = the principal balance of the loanon that day × 6.5% ÷ 360. For each loan, the settlement date of the general interest on the loan under this Agreementis the 21st day of the end of the natural season (ie March, June, September and December) and the pen Loan due date. The Borrowershall, on each settlement date, consolidate the unpaid general interest payable on each of the loans up to and including the settlementdate to the lender's designated account as stipulated in this Agreement. If part of the principal repays during the period, thegeneral interest paid with the principal will be deducted accordingly.

 

Whenever theborrower repays the principal of the loan, the borrower shall settle the unpaid general interest corresponding to the principalof the loan and pay it to the lender, and the unpaid amount corresponding to the principal of the loan shall be payable. Generalinterest is calculated until the date on which the loan principal is repaid (excluding), and the balance of the loan principalis deducted on the date of repayment of the principal of the loan.

   

**Article 7 Issueof Loan**

 

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

 

(1) The Contract hasbeen signed.

 

(2) The Borrower hassubmitted the 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 Pledgehas been signed and the gold pledge procedure has been taken.

 

(6) Notarial acts forcompulsory execution 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 insurancefor the pledge has been obtained.

 

7.2 Arrangement forIssue of Loan

 

After satisfying theconditions for issuing a loan prescribed in the Contract, The Lender should transfer the capital of loan into the following RMBloan account opened by the Borrower:

 

 

 

 

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 Repaymentof Principal with Interest**

 

8.1 Repayment Date

 

the day on which theborrower repays the principal of the loan to the lender in accordance with this Agreement, that is, the day upon "6"months, "12" months, "18" months passing by after issuing the loan and the maturity date of the loan.

 

8.2 Repayment of principal

The loan under thisAgreement is repaid on different repayment days. The repayment method is as follows:

(1)The borrower shallrepay the loan principal amount of 2.5% of the loan amount on the day of 6 months from the date of each loan deduction;

(2) The borrower shallrepay the loan principal of 2.5% of the loan amount on the day of 12 months from the date of each loan deduction;

(3) The borrower shallrepay the loan principal amount of 2.5% of the loan amount on the day of the full 18 months from the date of issuance of each loan;

(4) The borrower shallrepay the remaining loan principal of the loan on the date of expiry of each loan term.

The lender has the rightto adjust the amount of the loan principal to be repaid by the borrower on the above-mentioned repayment date according to theactual situation of the trust plan, but the borrower shall be notified in writing after the date of loan deduction, and the adjustedamount shall not exceed the aforementioned amount.

 

8.3 The Borrowershall transfer the payment payable to the following account appointed by The Lender on the interest payment date and repaymentdate.

 

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 writtenconsent of the Lender, the Borrower should not repay in advance.

 

8.6 The borrower mayapply for the early repayment of all or part of the loan principal of the loan after 12 months from the date of any loan deduction(including that date), but the borrower must submit an application in writing to the lender 30 days in advance. And the writtenconsent of the lender. If the borrower repays the loan principal in advance, the unpaid general interest payable and other payables(if any) corresponding to the principal of the prepaid loan shall be settled together.

 

 

 

 

**Article 9 Measuresof Guarantee and Credit Promotion**

 

9.1 All debts underthe Contract, 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 withContract of Pledge numbered huarong trust [2016] zhi [287]-1, Pledgor provides pledge guarantee with the pledge it legally owns.

 

(2) In accordance withContract of Guaranty of numbered huarong trust [2016] bao [287]-1, Guarantor provides guarantee warranty with joint liability.

 

**Article 10 Rightsand Obligations of Borrower**

 

10.1 Rights of Borrower

 

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

 

(2) Entitled to usethe loan 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 ofBorrower

 

(1) During the termof loan, it must provide balance sheet, profit and loss statement, cash flow statement and other required relevant data to TheLender, within 15 days in the end of each financial year and take responsibility of the authenticity, completeness and validityof the foregoing provided documents and data.

 

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

 

(3) Actively cooperateand consciously accept the investigation and supervision of The Lender on its production and management, financial activity andloan utilization under the Contract.

 

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

 

 

 

 

(5) The Borrower andits investor 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 periodof validity of the Contract, in case that the Borrower and Guarantor alter name, address and legal representative, they shouldnotice the Lender in writing within seven working days days since the date of alteration. Otherwise, relevant documents sent bythe Lender based 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 Rightsand Obligations of the Lender**

 

11. 1 Rights of theLender

 

(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 ofthe Lender

 

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

 

(2) Keep the financialinformation provided by the Borrower and the commercial secret about production and management in confidentiality, save the lawsand regulations otherwise requires.

 

**Article 12 Managementafter Loan**

 

12.1 Within period ofloan, the Borrower has the obligation to coordinate with the Lender to make investigation on the usage of loan capital under theContract, including but not limited to that the Borrower shall provide the Lender relevant contract, agreement, payment documentand certificate of 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 Itemsof Notarization**

 

13.1 The Lender andthe Borrower 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 andthe Borrower 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 onnotarization of 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 isa legally registered and validly existing business entity and is entitled to dispose property under its management, operate thebusiness related to purpose of loan under the Contract and sign and fulfill the Contract.

 

(2) The signing of theBorrower on the Contract has achieved the approval or authorization of board of shareholders of Company or other competent authoritiesand external competent authorities (if necessary); all responsibilities caused by the Borrower for having no right to sign theContract shall be undertaken by the Borrower, including but not limited to proving compensation for loss to the Lender in fullamount.

 

(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 andinformation, including but not limited to transaction contract, agreement, relevantly financial statement, contract under the performance,signed with other financing institutions and contract providing warranty to others and/or itself shall be true, correct, legal,valid and complete.

 

(5) When signing theContract, no litigation, arbitration or criminal and administrative punishment which causes seriously adverse consequences on theBorrower or main property of the Borrower take place and such litigation, arbitration or criminal and administrative punishmentwill not take place during the execution of the Contract. If happens, the Borrower shall immediately notice the Lender based onprovision of 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 shalloperate legally, with sound credit standing, without poor credit record such as credit default and evasion and rejection of bankdebts.

 

 

 

 

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

 

14. 2 Statement andguarantee of the Lender are as follows:

 

(1) The Lender is alegal trust 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 issuestrust loan to the Borrower with the trust capital under the trust plan and Huarong Trust has legal right of disposition of trustproperty.

 

**Article 15 Responsibilityof Default**

 

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

 

15.2 If the borrowerfails to repay the principal or interest of any loan under the contract according to the agreement, the lender shall have the rightto charge the borrower’s overdue principal at the rate of 150% of the daily interest rate of the loan on a daily Interestpaid is calculated on a daily basis at 150% of the daily interest rate on the loan (to avoid disputes, the daily interest ratefor loans is uniformly priced at 7.5%÷360, the same below). At the same time, the lender has the right to expedite someor all of the trust loans due under this contract, and the lender may request the borrower to pay the penalty of 20% of the principalbalance of the loan at that time.

 

15.3 If the borrowerfails to use the loan for the purposes agreed in this contract, the lender has the right to use the loan for breach of contractby the borrower according to the number of days in breach of the contract, and collects interest on a daily basis at 200% of thedaily interest rate of the loan (to avoid any controversy, the loan date of the interest rate is uniformly priced at 7.5% (360%).At the same time, the lender is entitled to expedite some or all of the trust loans due under this contract, and the lender mayrequest the borrower to pay the default penalty of 20% of the principal balance of the loan at that time.

 

15.4 In case of thefollowing behaviors, the Lender is entitled to announce the acceleration of maturity of loan, stop issuing the funds which havenot been withdrew by the Borrower and withdraw all loans in advance. The Borrower shall pay all payable but unpaid principal, interestand expenses under the Contract by the date determined in notice of the acceleration of maturity. The Borrower shall amend andtake remedial measures satisfied to the Lender within 5 days after receiving the notice of the Lender.

 

(1) Provide the Lenderwith false 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 partof or all properties are occupied by other creditor or taken over by the assigned consignee, recipient or similar personnel orthe properties 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 notbeen established 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 lifeof loan set forth in the Contract, the Borrower defaults to any creditor;

 

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

 

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

 

15.5 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.

 

15.6 In case two andabove matters 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 cantransfer all or part of creditor’s right of loan under the Contract to the third party after the validation of the Contract.But the Borrower is not allowed to transfer its rights and obligations under the Contract to the third party without permissionof the Lender.

 

**Article 17 Waysof Dispute 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 notificationsof both 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 Contractotherwise requires, notification is deemed to be delivered to notified party on the following date.

 

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

 

(2) Registered letterservice: 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 information written at head of the body of this contract

 

18.4 During the lifeof loan, in case the contact address or contact information of one party changes, it shall notice the other party within sevenworkdays since the date of change in writing. If failing to immediately notice the other party in case of any change, the notificationsent by one party to the other is deemed to be delivered.

 

**Article19 Confidentiality**

 

19.1 Both parties takethe confidentiality 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 staffsuch as 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 informationand document may be obtained through public approach or the disclosure of such information is the requirement of laws and regulations;

 

(4) Disclosure relatedto the Contract made to court or based on requirement of disclosure procedure or similar procedure before litigation or adoptedlegal procedure;

 

(5) Disclosure madeby the Lender to the financial regulatory institution in accordance with the requirements of financial regulatory institution.

 

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

 

**Article 20 ForceMajeure**

 

20.1 Force majeure inthe Contract 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 partyof the 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 shallnot take 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.

 

 **Article 20. Relevant Bank Accounts**

** **

20.1 The account of borrower under this contract:

Account name: WuhanKingold Jewelry Co., Ltd

 

Account number:

 

Opening Bank:

20.2 The account of lender under this contract

Account name: Huarong International TrustCo., Ltd

 

Account number:

 

Opening bank:

 

The Borrower has readall terms of the Contract. At the request of the Borrower, the Lender has made corresponding stipulation about the Contract. TheBorrower has completely understood the meaning of contract terms and corresponding legal consequence. The Borrower is entitledto sign the Contract.

 

(There is no body inthe following)

 

[This page is the signature page of theTrust Contract of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan, with the number: Huarong [2016] Trust No. 287-Loan No. 1, 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: Huarong International TrustCo., Ltd (official seal or special seal for contract)

 

Legal representative or authorized representative(sign or seal)

 

Date of signature: March 3, 2017

 

Address of signature: Xicheng District,Beijing City

 

 

 

 

**Huarong International Trust Co., LTD.**

** **

**and**

** **

**Wuhan Kingold Jewelry Co., Ltd.**

** **

**Trust Loan Agreement Signed between**

 

**Supplementary Contract of**

** **

**Contract No.:**Huarong [2016] TrustNo. 287- Loan No. 1- Supplement No. 1

 

 

 

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

Legal representative: Jia Zhihong

Residence: Te 15, Huangpu Science & TechnologyGarden, Jiang’an District

Contact person: Huang Yi

Contact number: 13971680308

 

Lender: Huarong International Trust Co., Ltd.(hereinafter referred to as “Huarong Trust”)

Legal representative: Zhou Daoxu

Residence: 12/F, tower B,Tongtail BusinessCenter, No. 33, Jingrongdajie Road, Xicheng District, Beijing City

Contact person: Chen Lei

Contact number: 010-57783682

 

Whereas,

 

1.  theborrower and the lender signed *Trust Loan Agreement* (hereinafter referred to as "the Original Contract") filedas Huarong [2016] Trust No. 287- Loan No. 1 to stipulate loan issuing from the borrower to the lender and principal and interestrepayment etc. relevant matters.

 

2.  Asat the day of the signing of this supplementary contract, the lender has not yet made payment to the borrower.

 

Based on friendly consultations, the twoparties amended items including the loan interest, loan period and other matters under the Agreement, and jointly entered intothis supplementary contract which shall be jointly observed.

** **

 

** **

**I. Modify the contentsof article 5 of the Original Agreement**

 

As specified in theArticle 5 of the Agreement:

 

5 Life of loan: theestimated period of each loan under this Agreement shall start from the loan lending day (included) and end at the last day of[24] months later (excluded, hereinafter referred to as "loan maturity date"). If the loan expires at the end of thequarter (i.e., 20th (included) day to the last day (included) of the final month of the period) or the People's Republic of China(for the purposes of this Agreement, the PRC excluding the Hong Kong Special Administrative Region, MSAR and Taiwan) statutoryholidays, with the borrower's written application and the lender's approval, the maturity date of the loan may be extended to oneof the first 3 working days of the first month of the next quarter, or one of 3 working days after statutory holidays.

 

Now Article 5 of theOriginal Agreement is modified as follows:

 

5 Term of loan: theestimated period of each loan under this Agreement shall start from the loan lending day (included) and end at the last day of[12] months later (excluded, hereinafter referred to as "loan maturity date"). If the loan expires at the end of thequarter (i.e., 20th (included) day to the last day (included) of the final month of the period) or the People's Republic of China(for the purposes of this Agreement, the PRC excluding the Hong Kong Special Administrative Region, MSAR and Taiwan) statutoryholidays, with the borrower's written application and the lender's approval, the maturity date of the loan may be extended to oneof the first 3 working days of the first month of the next quarter, or one of 3 working days after statutory holidays.

 

**II. Modify thecontents of article 8.1 of the Original Agreement**

 

As specified in Article8.1 of the Original Agreement:

 

8.1  RepaymentDate: the day on which the borrower repays the principal of the loan to the lender in accordance with this Agreement, that is,the day upon "6" months, "12" months, "18" months passing by after issuing the loan and the maturitydate of the loan.

 

Now Article 8.1 of theOriginal Agreement is modified as follows:

 

8.1  RepaymentDate: the day on which the borrower repays the principal of the loan to the lender in accordance with this Agreement, that is,the day upon "6" months passing by after issuing the loan and the maturity date of the loan.

 

 

 

**III. Modify thecontent of article 6.2.1 of the Original Agreement**

 

As specified in Article6.2.1 of the Original Agreement:

 

6.2.1  Foreach loan, the lender will receive a special interest for a period of 2 years within 3 working days from the lending date of theloan on a basis of 1% per year. The specific interest amount charged is actual loan amount × 1% × 2. To avoid disputes,both parties confirm:

 

(1) Thespecial interest received by the lender in accordance with the provisions of this clause shall not be due to the repayment of theloan prior to the expiry date of each loan according to Article 5 of this Agreement, and the borrower shall be in accordance withthe agreement, except as provided for in item (2) below.

 

(2) Inaccordance with this Agreement, the borrower repays the loan if the price of the pledged gold is lower than the warning line, andthe special interest charged on the prepaid principal amount (hereinafter referred to as "overpayment of interest") maybe borrowed. The person shall pay off the amount due to the lender when the lender finalizes the final loan principal and interestunder this contract, in respect of any overdue interest on the aforementioned prepayment in advance = ∑ This advance paymentis used to repay this contract. The principal amount of the i-th loan under the item x 1% × the actual number of days fromthe date of repayment of the i-th loan principal (inclusive) to the ending (excluding) period of the i-th loan scheduled due date÷ 360. Among them, i refers to each loan under this contract, which is 1, 2, 3......

 

Now Article 6.2.1 ofthe Original Agreement is modified as follows:

 

6.2.1 	For each loan,the lender will receive a special interest for a period of 1 year within 3 working days from the lending date of the loan on abasis of 1.5% per year. The specific interest amount charged is actual loan amount × 1.5%. To avoid disputes, both partiesconfirm:

 

(1) Thespecial interest received by the lender in accordance with the provisions of this clause shall not be due to the repayment of theloan prior to the expiry date of each loan according to Article 5 of this Agreement, and the borrower shall be in accordance withthe agreement, except as provided for in item (2) below.

 

 

 

(2)In accordance with this Agreement, the borrower repays the loan if the price of the pledged gold is lower than the warning line,and the special interest charged on the prepaid principal amount (hereinafter referred to as "overpayment of interest")may be borrowed. The person shall pay off the amount due to the lender when the lender finalizes the final loan principal and interestunder this contract, in respect of any overdue interest on the aforementioned prepayment in advance = ∑ This advance paymentis used to repay this contract. The principal amount of the i-th loan under the item x 1.5% × the actual number of days fromthe date of repayment of the i-th loan principal (inclusive) to the ending (excluding) period of the i-th loan scheduled due date÷ 360. Among them, i refers to each loan under this contract, which is 1, 2, 3......

 

**IV.**Contentof article 6.2.2 of the Original Agreement is modified

 

As specified in Article6.2.2 of the Original Agreement:

 

6.2.2	Except forthe above-mentioned one-off special loan interest, other loan interest (hereinafter referred to as “general interest”)under this Agreement will be charged on a daily basis. For each loan, the general interest is calculated based on the actual numberof days between the date of the loan deduction (inclusive) and the completion of the entire principal repayment of the loan underthis Agreement (excluding the actual day). The general interest receivable on a daily basis = the principal balance of the loanon that day × 6.5% ÷ 360. For each loan, the settlement date of the general interest on the loan under this Agreementis the 21st day of the end of the natural season (ie March, June, September and December) and the pen Loan due date.The Borrower shall, on each settlement date, consolidate the unpaid general interest payable on each of the loans up to and includingthe settlement date to the lender's designated account as stipulated in this Agreement. If part of the principal repays duringthe period, the general interest paid with the principal will be deducted accordingly.

 

 

 

Whenever the borrowerrepays the principal of the loan, the borrower shall settle the unpaid general interest corresponding to the principal of the loanand pay it to the lender, and the unpaid amount corresponding to the principal of the loan shall be payable. General interest iscalculated until the date on which the loan principal is repaid (excluding), and the balance of the loan principal is deductedon the date of repayment of the principal of the loan.

 

Now Article 6.2.2 ofthe Original Agreement is modified as follows:

 

6.2.2 Exceptfor the above-mentioned one-off special loan interest, other loan interest (hereinafter referred to as “general interest”)under this Agreement will be charged on a daily basis. For each loan, the general interest is based on the actual number of daysfrom the date of the loan deduction (inclusive) to the date of the completion of the entire principal repayment of the loan underthis Agreement (excluding the day). The general interest accrued on a daily basis = the principal balance of the loan on that day× 7% ÷ 360. For each loan, the settlement date of the general interest on the loan under this Agreement is the 21stday of the end of the natural season (ie March, June, September and December) and the pen Loan due date. The Borrower shall, oneach settlement date, consolidate the unpaid general interest payable on each of the loans up to and including the settlement dateto the lender's designated account as stipulated in this Agreement. If part of the principal repays during the period, the generalinterest paid with the principal will be deducted accordingly.

 

Whenever the borrowerrepays the principal of the loan, the borrower shall settle the unpaid general interest corresponding to the principal of the loanand pay it to the lender, and the unpaid amount corresponding to the principal of the loan shall be payable. General interest iscalculated until the date on which the loan principal is repaid (excluding), and the balance of the loan principal is deductedon the date of repayment of the principal of the loan.

 

 

 

**V. Content of Article8.2 of the Original Agreement is modified**

 

As specified in Article8.2 of the Original Agreement:

 

8.2	Repayment ofprincipal

 

The loan under thisAgreement is repaid on different repayment days. The repayment method is as follows:

 

(1)Theborrower shall repay the loan principal amount of 2.5% of the loan amount on the day of 6 months from the date of each loan deduction;

 

(2)The borrower shall repay the loan principal of 2.5% of the loan amount on the day of 12 months from the date of each loan deduction;

 

(3)The borrower shall repay the loan principal amount of 2.5% of the loan amount on the day of the full 18 months from the date ofissuance of each loan;

 

(4)The borrower shall repay the remaining loan principal of the loan on the date of expiry of each loan term.

 

The lender has the rightto adjust the amount of the loan principal to be repaid by the borrower on the above-mentioned repayment date according to theactual situation of the trust plan, but the borrower shall be notified in writing after the date of loan deduction, and the adjustedamount shall not exceed the aforementioned amount.

 

Now Article 8.2 of theOriginal Agreement is modified as follows:

 

8.2	Repayment ofprincipal

 

The loan under thisAgreement is repaid on different repayment days. The repayment method is as follows:

 

(1)Theborrower shall repay the loan principal amount of 2.5% of the loan amount on the day of 6 months from the date of each loan deduction;

 

(2)The borrower shall repay the remaining principal of the loan on the day of maturity of each loan period.

 

The lender has the rightto adjust the amount of the loan principal to be repaid by the borrower on the above-mentioned repayment date according to theactual situation of the trust plan, but the borrower shall be notified in writing after the date of loan deduction, and the adjustedamount shall not exceed the aforementioned amount.

 

 

 

**VI. Content ofArticle 8.6 of the Original Agreement is modified**

 

As specified in Article8.6 of the Original Agreement:

 

8.6 Theborrower may apply for the early repayment of all or part of the loan principal of the loan after 12 months from the date of anyloan deduction (including that date), but the borrower must submit an application in writing to the lender 30 days in advance.And the written consent of the lender. If the borrower repays the loan principal in advance, the unpaid general interest payableand other payables (if any) corresponding to the principal of the prepaid loan shall be settled together.

 

Now Article 8.6 of theOriginal Agreement is modified as follows:

 

8.6 Theborrower may apply for the early repayment of all or part of the loan principal of the loan after 6 months from the date of anyloan deduction (including that date), but the borrower must submit an application in writing to the lender 90 days in advance.And the written consent of the lender. If the borrower repays the loan principal in advance, the unpaid general interest payableand other payables (if any) corresponding to the principal of the prepaid loan shall be settled together.

 

**VII. Article 15.2of the Original Agreement is modified**

 

As specified in Article15.2 of the Original Agreement:

 

15.2	If the borrowerfails to repay the principal or interest of any loan under the contract according to the agreement, the lender shall have the rightto charge the borrower’s overdue principal at the rate of 150% of the daily interest rate of the loan on a daily Interestpaid is calculated on a daily basis at 150% of the daily interest rate on the loan (to avoid disputes, the daily interest ratefor loans is uniformly priced at 7.5%÷360, the same below). At the same time, the lender has the right to expedite someor all of the trust loans due under this contract, and the lender may request the borrower to pay the penalty of 20% of the principalbalance of the loan at that time.

 

Now Article 15.2 ofthe Original Agreement is modified as follows:

 

 

 

15.2	If the borrowerfails to repay the principal or interest of any loan under the contract according to the Agreement, the lender has the right tocharge the borrower’s overdue loan principal at a rate of 150% of the daily interest rate of the loan on a daily basis andcollect interest on the unpaid interest at the rate of 150% of the daily interest rate on a daily basis. (To avoid controversy,the daily interest rate is unified according to 8.5% ÷360, the same below). At the same time, the lender has the right toexpedite some or all of the trust loans due under this contract, and the lender may request the borrower to pay the penalty of20% of the principal balance of the loan at that time.

 

**VIII. Article 15.3of the Original Agreement is modified**

 

As specified in Article15.3 of the Original Agreement:

 

15.3	If the borrowerfails to use the loan for the purposes agreed in this contract, the lender has the right to use the loan for breach of contractby the borrower according to the number of days in breach of the contract, and collects interest on a daily basis at 200% of thedaily interest rate of the loan (to avoid any controversy, the loan date of the interest rate is uniformly priced at 7.5% (360%).At the same time, the lender is entitled to expedite some or all of the trust loans due under this contract, and the lender mayrequest the borrower to pay the default penalty of 20% of the principal balance of the loan at that time.

 

Now Article 15.3 ofthe Original Agreement is modified as follows:

 

15.3	If the borrowerfails to use the loan for the purposes agreed in this contract, the lender has the right to use the loan for breach of contractby the borrower according to the number of days in breach of the contract, and collects interest on a daily basis at 200% of thedaily interest rate of the loan (to avoid disputes, the loan date of the interest rate is uniformly based on 8.5% (360). At thesame time, the lender has the right to expedite some or all of the trust loans due under this contract, and the lender may requestthe borrower to pay the default penalty of 20% of the principal balance of the loan at that time.

 

 

 

IX. Mandatory enforcementof notarization

 

9.1 Theborrower and the lender jointly confirm that they have fully understood the meaning, content, procedures, and effectiveness ofthe mandatory notarization according to relevant laws and regulations. After careful consideration, it was decided that the borrowerand lender would voluntarily apply to the Beijing Fangyuan Notary Office for the notarization of this supplementary contract andthe supplemental contract for each guarantee contract on the date of the signing of this supplementary contract, and shall be givenenforcement effect. The notary fees paid for the enforcement of the notarization shall be borne by the lender.

 

9.2 TheBorrower guarantees that if there is a change in the address, contact information, etc., the notice of change shall be deliveredto the lender and the notary office from the date of occurrence of the above-mentioned change within three working days and shallobtain the return receipt. Otherwise, when the lender needs to deliver the relevant documents due to business needs according tothe contact information of the parties as stipulated in the original contract, regardless of whether the borrower has receivedit, the lender has been deemed to have performed the delivery responsibility within three working days from the date of issue.In this case, the Borrower is willing to waive its right of defense against the Lender's obligation of notification.

 

9.3 Theborrower and the lender have no objection to the obligations stipulated in this Supplemental Contract, and all parties jointlyconfirm that if the borrower fails to perform or does not fully perform the obligations under this Supplemental Contract, the lenderis entitled to issue a notice to the borrower requesting the performance of the debt. If the corresponding obligation is stillnot fulfilled within 7 working days from the date of the issuance of the notice, the lender may apply directly to the notary officefor enforcement of the certificate and apply to the competent people's court for enforcement without going through the proceedings.The borrower will voluntarily accept mandatory enforcement and waive the right of defense against the lender's direct applicationfor enforcement.

 

9.4 Thematters not covered in this supplemental contract, such as the documents to be submitted during the notarization process and theformalities for handling the application, shall be handled in accordance with the rules and procedures applicable to the notarialoffice.

 

 

 

9.5 Thelender has the right to choose whether to prioritize the application of a mandatory notarization agreement or prioritize the applicationof the original contract dispute resolution provisions.

 

**X Others**

 

1、ThisSupplemental Contract shall become effective on the date on which the legal representatives or authorized representatives of bothparties have signed (or stamped) and affixed the official seal of each party (or the special seal of the contract).

 

2、Thissupplementary contract is an integral part of the Agreement and has the same legal effect as the original contract. If the provisionsof this Supplemental Contract are inconsistent with the Agreement in respect of the same matter, the provisions of this SupplementaryContract shall prevail. The matters not covered in this Supplemental Contract shall still be subject to the Agreement.

 

3、Thissupplemental contract is made in six copies, each party holding two copies, and the rest are used for notarization, registration,etc. (if necessary). Each copy has the same legal effect.

 

(No text below)

 

 

 

(This page is the signing page of "SupplementaryContract of Trust Loan Agreement" of Huarong [2016] Trust No. 287 - Loan No. 1 - Supplement No. 1.)

 

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

 

Legal representative or authorized representative(sign or seal)

 

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

 

Legal representative or authorized representative(sign or seal)

 

Date of signature: July 27, 2017

 

Address of signature: Xicheng District,Beijing City