**Exhibit 10.39**

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**Contract No.**: ZJX(D)Z No. HS-2016-012

 

**Trust Loan Agreement**

 

Zheshang Jinhui Trust Co., Ltd.

 

 

 

  

Lender: Zheshang Jinhui Trust Co., Ltd.

Legal representative: Lan Xiang

Address: Building 6-8, No. 199, Qingchun Road,Hangzhou City

 

Borrower: Wuhan Kingold Jewelry Co., Ltd.

Legal representative: Jia Zhihong

Address: No. 15, Huangpu Technology Zone, Jiang'anDistrict, Wuhan

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Whereas:

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The Lender is a trust company approved by ChinaBanking Regulatory Commission and lawfully formed and validly existing by virtue of the laws of China.

 

The Borrower is a lawfully formed and validlyexisting enterprise by the law of the People's Republic of China.

 

The Borrower apply trust loan to the Lenderand the Lender agrees to release trust loan according to the terms agreed in this agreement.

 

The two parties, through friendly negotiation,have agreed on the matters of trust loan. The two parties hereby conclude the Agreement pursuant to relevant laws and administrativeregulations through friendly negotiation.

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**Article 1 Definition and Interpretation**

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1.1 Definition

 

Terms defined in the Agreement have the samemeanings herein unless there is another special explanation or the context otherwise requires.

 

Lender refers to Zheshang Jinhui Trust Co.,Ltd.

 

Borrower refers to Wuhan Kingold Jewelry Co.,Ltd. and its legal heir.

 

Trust/Trust Plan refers to the Trust Plan ofZhejin·Huishi No. 12 Kingold Jewelry Gold Pledge Loan Assembled Funds.

 

Pledger refers to Wuhan Kingold Jewelry Co.,Ltd.

 

Guarantor refers to Jia Zhihong.

 

 

 

Contract of Gold Pledge refers to the Contractof Gold Pledge with a contract number of ZJX(Z)Z No. HS-2016-012 and its appendix (including but not limited to Hostage List andany other valid modification and supplemental agreement).

 

Contract of Guaranty refers to the Contractof Guaranty with a contract number of ZJX(B)Z No. HS-2016-012

 

Policy of Property Fundamental Insurance refersto the policy of insurance (property insurance) for the insured gold under pledge with the Pledger as the sole beneficiary andany valid modification and supplement.

 

Standard Gold refers to the standard gold withthe finess of 999.9 to be traded in Shanghai Gold Exchange.

 

Pledged Gold refers to the standard gold thatis legally pledged by the Pledger to the Lender according to the Agreement and Contract of Gold Pledge and that is taken from ShanghaiGold Exchange warehouse according to the relevant regulations and procedures.

 

Gold Price refers to the closing price of thestandard gold of Shanghai Gold Exchange in the afternoon of day T, unless otherwise agreed herein.

 

Pledge Date refers to the actual date whenthe pledged gold is stored in the safe deposit box rent by the Lender.

 

Price of Pledged Gold refers to the price ofpledged gold on the pledge date, i.e. the gold price on the date previous to the pledge date of the pledged gold; the price ofpledged gold after the pledge date refers to the real-time gold price.

 

Day T refers to a certain trading day of standardgold in Shanghai Gold Exchange.

 

Guarantor refers to the Pledger and the Guarantorcollectively.

 

Contract of Guaranty refers to the Contractof Pledge and the Contract of Guarantee collectively.

 

Interest Settlement Date refers to the datewhen the Borrower and the Lender hereunder settle the loan interest. The interest settlement date hereunder is divided into fixedand ordinary interest settlement dates. The fixed interest settlement date is the 5th working day from the date of issuance ofeach loan. The ordinary interest settlement date is the 20th day of each month at the end of each natural quarter from the dateof issuance of each loan hereunder and the maturity date of each loan (or maturity date in advance).

 

 

 

Interest settlement period refers to the periodfrom the actual date of issuance of each trust loan (inclusive) or the previous settlement date (inclusive) to the current interestsettlement date (exclusive), but the last interest settlement period refers to the period from the settlement date previous tothe maturity date of each trust loan (inclusive) to the maturity date of each trust loan (exclusive).

 

Interest Payment Date refers to the date whenthe Borrower pays interest to the Lender under the Agreement. The interest payment date hereunder is the interest settlement date,and the last interest payment date is the maturity date of trust loan. If the interest payment date is on a legal holiday, it shallbe postponed to the next working day.

 

RMB (¥) refers to the legal tender of thePeople's Republic of China, calculated in Yuan.

 

Occupy Days refers to principle occupy daysfrom the loan issuance date (inclusive) to a closing date (exclusive).

 

Expiry/Date of Expiry: if the period is fixed,the date of expiry shall be determined as follows: if the period is 6 months since January 1, 2014, the date of expiry shall beJuly 1, 2014, i.e. the agreed date of expiry which is 6 months after January 1, 2014. If some day doesn’t exist after severalmonths, then the date shall be the end of that month after several months.

 

Working day refers to the normal business dayof the Lender (excluding the legal weekend and holiday).

 

1.2 Explanation

 

The words used in this Agreement like “ofthis Agreement”, “in this Agreement”, “mentioned in the Agreement”, “under this Agreement”and any other words with similar words shall be referred to all parts of the Agreement and the Agreement as a whole, but not referredto any specific part or term.

 

The title of term in the Agreement shall notbe deemed to include all the contents under the relevant term or to explain the relevant term or the Agreement.

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**Article 2 Loan**

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2.1 Loan Amount

 

The loan amount hereunder is RMB one 550 millionyuan (in figures: ¥550,000,000.00) (subject to the actual amount of funds raised by the trust plan) and can be issued by Tranche.The amount of each Tranche shall be subject to the amount of funds raised in the corresponding period by the trust plan.

 

 

 

2.2 Intended Use of the Loan

 

The intended use of the loan hereunder is topurchase standard gold raw material with the density of 999.9. The Borrower shall not change the intended use of the loan withoutauthorization and shall not use the trust loan for the purpose of fixed assets, equity investment and any other purposes whichviolate laws and regulations, national policies and financial requirements.

 

2.3 Loan Period

 

Each loan period hereunder shall be 24 months,calculated from the date of issuance of each loan.

 

2.4 The amount, date of issuance (i.e. commencementdate) and maturity date of the trust loan hereunder shall be subject to the record of the actual loan receipt (also called loannote, similarly hereinafter).

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**Article3 Interest and Interest Payment Date**

 

3.1 Party B should pay Loan interest in December20,2016 and December 20,2017 and every quarter from the interest starting date.

 

3.2 Interest payment in December 20,2016=∑(principal amount of loan×0.8 %); Interest payment in December 20,2017=∑ (principal amount of loan×0.8%); Interestpayment of every quarter from the interest starting date=∑ (principal daily amount of loan balance×7 / %/360); Interestpayment of every interest due date=∑ (principal daily amount of loan balance×7 / %/360)

 

The interest of December 20,2016 and December20,2017 should not cover the interest of other interest due date.

 

**Article 4 Issuance of Loan**

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4.1 The Lender shall issue the loan hereunderto the Borrower with all the following prerequisite conditions satisfied:

 

(1) Trust is created validly;

 

(2) The Borrower, according to the relevantlaws and regulations, has obtained approval and completed the registration, delivery and other legal procedures concerning theLoan under this Agreement and has submitted the written voucher of the above mentioned procedures to the Lender;

 

(3) Contract of Guaranty and Contract of GoldPledge corresponding to the first Tranche of the loan have been signed and taken effect and their notarial acts for compulsoryexecution have been completed; Policy of Property Fundamental Insurance has been signed and taken effect;

 

 

 

(4) Before the issuance of the first Trancheof trust loan, the Borrower has provided the Lender with the corresponding amount of the pledged gold calculated according to thepledge interest rate as the guaranty for pledge, has stored the the pledged gold in the safe deposit box rent by the Lender (hereinafterreferred to as "safe deposit box") and has bought relevant insurance for the pledged gold according to the agreementherein;

 

(5)the real controller Jia Zhihong will remainto be the holding person of party and promise to be the ultimate responsible person during the exercise period of the agreement.

 

(6) The loan receipt has been delivered bythe Borrower, and the legal and valid internal decision or approval documents have been delivered by the Guarantor;

 

(7) The Borrower has delivered all the writtendocuments for applying the loan as required by the Lender and promises that all documents delivered are true, complete, accurateand valid.

 

4.2 The Lender shall issue subsequent trustloans hereunder to the Borrower with all the following prerequisite conditions satisfied:

 

(1) Subsequent trust loans have been createdvalidly;

 

(2) Contract of Gold Pledge corresponding tothe subsequent trust loans have been signed and taken effect and notarial acts for compulsory execution have been completed; Policyof Property Fundamental Insurance has been signed and taken effect;

 

(3) In the event of newly-added guarantee,the Contract of Guarantee has been signed and taken effect and relevant procedures for guarantee have been completed (such as mortgageand pledge registration procedures);

 

(4) Before the issuance of subsequent trustloans, the Borrower has provided the Lender with the corresponding amount of the pledged gold calculated according to the pledgeinterest rate as the guaranty for pledge, has stored the pledged gold in the safe deposit box and has bought relevant insurancefor the pledged gold according to the agreement herein;

 

(5) The loan receipt has been delivered bythe Borrower, and the legal and valid internal decision or approval documents have been delivered by the Guarantor;

 

(6) The Borrower has delivered all the writtendocuments for applying the loan as required by the Lender and promises that all documents delivered are true, complete, accurateand valid.

 

4.3 Each loan issued by the Lender to the Borroweris defined as the first, second, third, ..., Nth loan in the order of issuance.

 

The bank account of the Borrower which is usedto receive the loan is as following:

 

Beneficial Name: Wuhan Kingold Jewelry LimitedLiability Company

 

 

 

Account number: 4200 1116 2080 5301 7159

 

Bank of deposit: China Construction Bank WuhanJiang'an Sub-branch

 

The Lender shall disburse the loan fund tothe above mentioned account, by means of which the Lender shall be deemed to have issued the loan to the Borrower and the Borrowershall be deemed to have taken the loan.

 

4.4 According to the Measures for Trust SecurityFund Management (issued by China Banking Regulatory Commission [2014] No.50) (hereinafter referred to as the Measures) and Notificationsfrom China Banking Regulatory Commission on Collecting and Managing the Trust Security Fund and other Matters (hereinafter referredto as Notifications), the financier or the loan user of the financing fund trust entrusts the trust company to subscribe the trustsecurity fund and the subscribed standard is 1% of the newly-released amount.

 

To this end, the Borrower and the Lender separatelysign the Contract for Entrusted Subscription of Trust Security Fund, the entrusted Lender shall deduct the amount of fund to besubscribed by the principal as stipulated in the Measures and the Notifications from the amount of loan to be issued; the Borrowershall no longer pay the Lender the subscribed fund. The subscribed fund shall be transferred by the Lender to the account speciallyopened by it:

 

Account title: Special Account of ZheshangJinhui Trust Co., Ltd. for Insurance Funds

 

Bank account number: 9514 0153 9100 0001 3

 

Bank of deposit: Shanghai Pudong DevelopmentBank Hangzhou Wenhui Sub-branch

 

The distribution and settlement of income fromthe trust security fund to be subscribed by the Borrower shall be executed pursuant to provisions of the Measures and the Notificationsand relevant terms of the Contract for Entrusted Subscription of Trust Security Fund signed between the Borrower and the Lender.

 

4.5 If the Borrower fails to pay the payablesas stipulated in the Trust Loan Agreement, the Borrower agrees to give priority to the repayment of the outstanding payment withthe principal and proceeds of the fund hereunder.

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**Article 5 Repayment of the Principal andthe Interest**

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5.1 The Borrower shall repay the loan accordingto the following sequence:

 

The Lender has the right to use the repay ofthe Borrower first on the fees that agreed in the Agreement paid by the Lender which shall be repaid by the Borrower and otherfees that used to realize the Lender’s credit right.

 

If the repaid amount of the Borrower cannotcover the amount under this Agreement that shall be paid on the expiration date (including but not limited to loan principal, interest(including fine interest), penalty, damage awards, fees that used to realize the Lender’s credit right and other accruedcharge), the Lender has the right to decide the sequence repaying the principal, interest and other fees.

 

5.2 The Borrower shall pay to the Lender onthe ordinary interest settlement date (i.e., ordinary interest payment date) all interest accrued but unpaid in the correspondingperiod when the ordinary interest payment date falls. If the ordinary interest payment date is on a legal holiday, it shall bepostponed to the next working day.

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5.3 The Borrower shall pay back the payableprincipal balance on the due date of each loan. If the due date is on a legal holiday, it shall be included into the actual numberof days for using the loan and the repayment shall be made on the next working day.

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5.4 When the first loan is over a year, theBorrower can repay the loan in advance after a written application is submitted to the Lender 10 working days in advance. If theBorrower chooses to repay the trust loan, it shall repay each loan on the date when all loans are over 1 year.

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If the Lender agrees to repay the loan in advance,the interest of loan which has been paid by the Borrower shall not be returned or used to deduct the accrued but unpaid interestor other payment.

 

5.5 The bank account of the Lender used toreceive the repayment is as follows:

 

Account title: Zheshang Jinhui Trust Co., Ltd.

 

Account number:

 

Bank of deposit: Industrial Bank Co., Ltd.Beijing Branch Office

 

5.6 The Borrower shall repay the accrued amountunder the Agreement in full and on time, without any offset, claim, restriction, and tax deduction or withholding of any nature.

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**Article 6 Guaranty**

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The loan under this Agreement shall be guaranteedas the following method:

 

6.1 Contract of Gold Pledge shall be signedby the Pledger and Lender to provide pledge guarantee for the Borrower's performance of obligations and responsibilities hereunder.Otherwise, the Pledger shall purchase property fundamental insurance and additional insurance from the People's Insurance Companyof China Limited for pledged gold with the Lender as the sole beneficiary against theft and robbery.

 

**6.2 Gold Pledge Guarantee**

 

Contract of Guaranty shall be signed by theGuarantor and the Lender to provide guarantee for all the joint liabilities and responsibilities of the Borrower's performanceof obligations and responsibilities hereunder.

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All debts under the Contract (including but notlimited to all principals, interests, default interests, compound interests, liquidated damages, compensation, all payments forcreditor to realize the creditor’s rights and other payments that Party B shall pay) are guaranteed by the Pledgor in thefollowing manners:

 

Party B provides pledge guarantee with its inventoryof gold with standard not lower than Au9995. Under the presumption of principal pledge rate no higher than 75%, the gold amountthat should be pledged is calculated basing on the Au9995 closing price of Shanghai Gold Exchange on the day prior to pledgor date.The details are specified in the Gold Pledge Agreement.

 

**Article 7 Tax**

 

The Lender and the Borrower shall pay theirrespective relevant tax and other fees according to the national laws and regulations.

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**Article 8 Representations and Warranties**

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The Borrower makes the following representationsand warranties to the Lender on the date of signing this Agreement and each of the interest days:

 

8.1 The Borrower is a legal person establishedand existing pursuant to the laws of the People's Republic of China, legally approved and registered by the administrative departmentfor industry and commerce or the competent authority, and has obtained necessary authorization and approval to sign the Agreement.After being signed, the Agreement shall constitute a legal, effective and binding document for the Borrower.

 

8.2 The Borrower is in good financial conditionwithout significant poor credit record.

 

8.3 The financial statements provided by theBorrower to the Lender are developed in accordance with the current effective laws, regulations and generally accepted accountingstandards, which truly and accurately reflect the Borrower's financial position during the reporting year.

 

 

 

8.4 Other information provided by the Borrowerto the Lender is true, complete and valid, and the copies submitted are all in consistent with the original ones.

 

8.5 The Borrower is not involved in any liquidation,dissolution, merger, division or similar legal procedures, and has not caused any event or circumstance which may result in suchlegal proceedings.

 

8.6 The Borrower's signature of this Agreementand exercise and performance of its rights and obligations hereunder are not violating and will not violate any agreement or otherdocuments signed by the Borrower to affect the security of the claims under this Agreement, will not violate the approval documents,internal rules and regulations and the laws, government orders or judicial decisions.

 

8.7 The Borrower has not concealed any circumstancesincluding but not limited to the following ones that have occurred or are occurring sufficient to influence its solvency: a. Involvingin major violations, illegal or claimed events of the Borrower or its principal leader; b. The Borrower's breach of contract underother contracts; c. The debts or contingent liabilities incurred by the Borrower or the guarantee provided to the third party;d. Unsettled major litigation, arbitration cases; e. Other circumstances that may affect the Borrower's financial position andsolvency.

 

**Article 9 Borrower's Commitments**

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The Borrower promises the following:

 

9.1 The Borrower operates pursuant to laws,complies with national laws and regulations, and uses the loan in full accordance with the purposes agreed herein.

 

9.2 The Lender may at any time in any reasonablemanner inspect and supervise the use of the loans and understand the Borrower's plan execution, operation management, financialactivities, materials inventory and major transaction contracts, etc. The Borrower must actively cooperate with the Lender on thesupervision of the use of loans and the operation, provide relevant information like financial statements and be responsible forthe authenticity, integrity and effectiveness of the information.

 

9.3 The Borrower promises to liquidate loansin priority without violating the normal reimbursement order, and is not entering or will not enter into any agreements or otherlegal documents that cause the loans hereunder to be subordinate.

 

9.4 The Borrower shall promptly notify theLender of the failure of the Guarantor in the event of production halts, closing a business, the cancellation of registration,the revocation of the business license, bankruptcy, revocation and operating loss, being partly or totally incapacitated with theloan, and provide other guarantees approved by the Lender.

 

9.5 The Borrower shall notify the Lender inwriting within seven days of any of the following circumstances:

 

 

 

(1) All legal proceedings, arbitration or administrativeinvestigation procedures that affect the interests of the Borrower occur.

 

(2) Any breach of contract occurs or will occur.

 

(3) The Borrower is informed that its or anyof its important assets relating to any proceeding or arbitral proceeding, compulsory execution, attachment, seizure or similarmeasures, or events or circumstances that may result in such proceedings or measures.

 

(4) The Borrower has an economic dispute witha third party due to economic activities or conducts affecting the Borrower to carry out normal operating activities.

 

(5) Any event that may be seriously detrimentalto the Borrower's business, asset status, etc.

 

(6) The Borrower is required to change thelegal representative, the name of the unit, modify the articles, or make significant changes in financial and personal matters.

 

(7) The Borrower transfers the equity, makesforeign investment, and increases debt financing substantially.

 

9.6 The Borrower undertakes that no merger,division, dissolution, liquidation and any other action affecting the interests of the Lender will occur without the written consentof the Lender.

 

9.7 In the event that the after-tax net profitfor the relevant fiscal year is zero or negative, or the after-tax profit is insufficient to cover the accumulated losses in theprevious fiscal year, or the pre-tax profit is not used to settle the principal, interest and expense payable by the Borrower duringthis fiscal year, or the pre-tax profit is not sufficient to pay off the next principal, interest and expenses, or before the liquidationof the principal and interest of the loan, the Borrower shall not distribute dividends or bonus to the parent organization and/orshareholders in any form.

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**Article 10 Breach of Contract**

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Any of the following events may constitutea breach of the contract by Borrower:

 

10.1 The Borrower fails to pay any amount dueas agreed herein:

 

(1) The Borrower fails to perform other paymentobligations timely under other agreement signed with the Lender.

 

(2) The Borrower fails to use the loan forthe purposes specified herein.

 

(3) The Borrower's matured debts under anyother loan financing agreement are unpaid, or any such debts are declared matured in advance before the expiry date.

 

 

 

(4) The Borrower has been involved in any liquidation,bankruptcy, dissolution, suspension or similar proceedings.

 

(6) Any significant asset of the Borrower hasbeen involved in any compulsory execution, attachment, seizure, lien, regulatory measures or similar measures.

 

(7) The Guarantor fails to comply with or performany of the terms of the Contract of Guarantee.

 

(8) The borrower fails to renew policy

 

(9) The Borrower violates the matters set forthin Article 7 Representations and Warranties of the Agreement and the undertakings provided in article 8 Commitments.

 

(10) Other circumstances that may endangerthe security of the claims under this Agreement.

 

10.2 Excluding the breach caused by lender.

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**Article 11 Relief Measures**

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11.1 In case of the events of default listedin Article 9 of this Agreement, the Lender may take the following relief measures:

 

(1) The Lender is entitled to declare thatloans under this Agreement will be immediately matured in advance and part or all of the issued loans shall be withdrawn in advance.

 

(2) If the Borrower fails to repay the principaland interest of the trust loans on schedule or use the loans for the purpose as agreed herein, a penalty of interests shall becalculated at an interest rate of 0.06% from the date of overdue or failure to use the loan as agreed herein according to the amountand period of default.

 

(3) The Borrower is required to provide guaranteeapproved by the Lender in writing.

 

(4) Exercise any security right.

 

(5) Terminate the Agreement.

 

(6) Other necessary measures.

 

(7) If the Borrower violates the provisionsof this Agreement and causes any loss to the Lender, even the Lender has taken the above relief measures, it is insufficient tocompensate for all losses (including but not limited to all the principals of the loan, interest (including penalty), the expenses,litigation costs, attorneys' fees, etc. incurred by the Lender to exercise claims and subordinated rights), the Lender shall havethe right to continue claims against the Borrower for the losses.

 

 

 

11.2 If the lender fails to perform article10.2,the lender should compensate the borrower on this.

 

11.3 If the trust fails to be established,the Agreement shall be automatically terminated, and both parties shall not assume any liability for breach of contract, unlessthat the failure of the establishment of trust is due to the Borrower's violation of this Agreement.

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**Article 12 Notifications**

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12.1 Notifications hereunder shall be servedas follows:

 

(1) Send by registered letter, the date ofholding receipt of the registered letter by the party giving the notice shall be deemed to be the date of served.

 

(2) Send by fax, the first working day of receivinga reply code or sending a confirmation bar successfully is deemed to be the date of served.

 

(3) Send by express, the fourth day after sendingis deemed to be the date of served.

 

(4) Send by a special courier, it will be deemedto be delivered when sent to the relevant address.

 

12.2 The addresses and contact informationof both parties to the Agreement are as follows:

 

Lender: Zheshang Jinhui Trust Co., Ltd.

Mailing address: Building 6-8, No. 199, QingchunRoad, Hangzhou City

Postal code: 310006

Contact: Yuan Fang

Tel:

Fax:

 

Borrower: Wuhan Kingold Jewelry Co., Ltd.

Mailing address: Floor 10, Building No. 7,Kingold Industrial Park, No. 8, Hanhuang Road, Jiang'an District, Wuhan

Postal code: 430000

Contact: Huang Yi

Contact Number: 027-65694977

Fax: 027-82309888

 

12.3 In case of any changes in the mailingaddress or contact information of either party, it shall notify the other party in writing within 10 days after the change. Inthe event that the party with address changed does not notify the other party of the change in a timely manner, unless the lawotherwise stipulated, that party shall be responsible for the resulting impact and losses.

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**Article 13 Miscellaneous**

 

13.1 Both parties hereto may sign a supplementcontract through negotiation for matters uncovered herein.

 

13.2 This Agreement shall take into effectwith the seal of both parties and the official seal of legal or authorized representatives of both parties.

 

13.3 The present laws, administrative regulationsand rules of the People's Republic of China shall apply to matters such as the conclusion, entry into force, performance, interpretation,modification and termination of this Agreement.

 

13.4 Disputes caused by this Agreement shallbe resolved by both parties through negotiation. If the negotiation fails, either party may submit a case to the people's courtlocated at the Lender's address. During the period of negotiation or litigation, for the terms of this Agreement not involved inthe disputed parts, both parties shall fulfill as well.

 

13.5 The Agreement is made in six copies, twocopies held by the Lender and the Borrower respectively, two copies for standby application, with the same legal effect.

 

(The remainder of this page is intentionallyleft blank)

 

[This is a signature page of Trust Loan AgreementNo. ZJX(D)Z No. HS-2016-012

 

Lender (seal): ZheshangJinhui Trust Co., Ltd.

 

Legal representative orauthorized representative (seal):

 

Borrower (seal): Wuhan KingoldJewelry Co., Ltd.

 

Legal representative (seal):

 

Date of signature:

 

Signed at: Hangzhou City