Contract of Trust loans

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**Exhibit 10.49**

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**Contract of trust loans**

 

**NO: 【HY17-027-007-001】**

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**Wuhan Huayuan Technology DevelopmentLimited**

 

**【****6】Month【2017 】Year**

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Contract of Trust loans

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**Contract of trust loans**

 

Lender (Party A): Wuhan Huayuan TechnologyDevelopment Limited

**Address: No. 8, Hanhuang Road, Jiang’anDistrict, Wuhan city**

**Zip code: 430000**

**Legal representative: Zhihong Jia**

**Fax: 027-65694977**

**Tel: 027-65694977**

 

**The borrower (Party B): Wuhan KingoldJewelry Co., Ltd.**

**Address: No. 15, Huangpu Science andTechnology Park, Jiang’an District, Wuhan City**

**Zip code: 430023**

**Legal representative: Zhihong Jia**

**Fax: 027-65694977**

**Tel: 027-65694977**

 

**Herein:**

 

In accordance with the relevantlaws and regulations, the two parties concluded this contract through consultation to comply with the implementation together.

 

Contract of Trust loans

 

**Article 1 The contents ofthe loan**

 

 

The contractunder the loan amount is not more than RMB [100,000,000.00], Capital: RMB [one hundred million] yuan as a whole. 1.2 Terms of Loan

 

(1) Theterm of the loan under this contract is the following 1:

 

1The term of the loan is [ ] months, from the [8] date, [6] month [2017] year to [8] date [6] month [2021] year. The loanperiod from the date of payment, unless the agreement in accordance with the agreement, the Party B shall not make therepayment in advance;

 

2The loan period is [] month, the surrender period of loans to the date of payment of the first phase of the loan which isreach to [] month is the corresponding days; the first phase of the loan payment is the corresponding date for each period ofthe maturity date of the loan;

 

3Loan period for the surrender of the loan period is corresponding with the date of final issue of the loan which is full []months, and the last issue of the loan is full [] months with the corresponding date for the loan maturity date;

 

4Loan installment payment, each installment of the loan for a period of [] months, since the loans to the loans granted full[] months corresponding, and the period of the loans issued full [] months corresponding, expiry date for the loan;

 

(2)Onissuing loan, Party B shall fill in borrowing IOU with specific amount of the loan.

 

 

The calculationof interest under this contract shall be subject to the provisions of article third of this contract.

 

Contract of Trust loans

 

 

1.4 The purpose of the loanunder this contract is the following (2):

 

(1)alltrust loans under the contract are used in the construction of the project;

 

(2)toprovide liquidity loans to Party B.

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**Article2 Release of loan**

 

**2.1**Oncea loan shall be transferred to the account of Party B, Party B is deemed to bear the loan

 

2.2 Underthis contract, Party B’s account information is as follows:

 

Opening Bank: branch of theChina Construction Bank, road 4 branch of Lake

 

Account Name: Wuhan Kingoldjewelry Limited by Share Ltd

 

Account No: 42050110242500000003

 

2.3 PartyB shall, in accordance with the agreement or by Party A written approval of the consent of the use of paragraph (or application)drawing, unless the lender agreed in writing, the borrower may not advance, postpone or cancel the withdrawal. During the loanperiod, without the written consent of Party A, Party B shall not cancel the loan account.

 

Article3 Interest of loan

 

The partiesagree on a fixed interest rate of 7% /year for this loan. The Interest should be paid monthly.

 

Article4 Loan principal repayment

 

4.1 Exceptotherwise stipulated in this contract, Party B as any other contract party to Party B the repayment of funds sources of any agreement,the agreement was not affected and against Party B to perform this contract under the terms of payment of principal and interestobligations.

 

Contract of Trust loans

 

4.2 PartyB shall repay all the principal of the loan before the maturity date of the loan. Party B shall repay the principal of the loanin accordance with the following (1):

 

(1)Lumpsum, Party B shall repay all the principal of the loan on the maturity date of the loan.

 

(2) Onthe day of the month of the date of the full moon, Party B shall pay back the principal of the loan. Party B shall repay all outstandingprincipal balances on the maturity date of the loan.

 

(3)Each loan from the date of each full [] months of the corresponding date, B direction of the first party to repay the loanprincipal [million], while the interest of the. Party B shall repay all the principal balance on the maturity date of theloan.

 

(4)Each loan from the date of each full [] months of the corresponding date, B direction of the first party to repay the loanprincipal [], while the interest of the. Party B shall repay the principal balance of the loan at maturity on the maturitydate of each period of the loan.

 

4.3 PartyB shall pay to Party A the loan principal, interest, and such as breach of this contract shall be paid to party a penalty interestand compound interest, default damages and compensatory damages, the contract of all payments, should be merged in the followingaccount designated by Party A:

 

Bank:

 

Account Name:

 

Account NO:

 

4.4 PartyB in accordance with the contract agreed in advance of the repayment, must advance [15] a written application to Party A, the partya written consent before the repayment, the contract otherwise agreed.

 

Contract of Trust loans

 

Article5 Guarantee measures

 

5.1 The guaranteefor the loan under this contract is:

 

Borrowers[Wuhan kingold Co., Ltd.] under this contract trust loans provide pledge. And No. CON2017070709-5 the pledge contract shall prevail.

 

Article6 Repayment order

 

**6.1**If the amount of money paid by Party B is less than the total amount paid in accordance with the terms of this contract, the paymentshall in accordance with the following order:

 

**6.1.1**Payment of expenses, damages and liquidated damages payable in accordance with the provisions of the contract or in accordancewith the provisions of this contract;

 

**6.1.2**Paythe penalty, interest;

 

**6.1.3**Interest payable;

 

**6.1.4**Payment of principal.

 

**6.2**Theamount of money paid by Party B is not enough to pay off all the money in the same order, and shall be paid in accordance withthe proportion of the occurrence of the relevant payment.

 

Article7 Maturity of the loan

 

7.1 Party Bshall, in accordance with the contract, put forward the application for repayment ahead of schedule, and Party B may advance someor all of the repayment after Party A's written consent, except as otherwise provided in this contract.。

 

Contract of Trust loans

 

7.2 PartyB shall, in accordance with the contract, put forward the application for repayment ahead of schedule, and Party B may advancesome or all of the repayment after Party A's written consent, except as otherwise provided in this contract;

 

7.2.1 PartyB fails to draw money in accordance with the contract, or fails to use the loan fund in accordance with the provisions of article1.4 of this contract;

 

7.2.2 PartyB fails to comply with the commitments, or the loan application materials and procedures provided by the false ingredients;

 

7.2.3 PartyB is forced or voluntarily closed down;

 

7.2.4 PartyB shall be considered by Party A to affect the major operating errors or changes in the financial position of the loan security;

 

7.2.5 PartyB shall be subject to administrative sanctions and judicial sanctions against major illegal business operations;

 

7.2.6 If PartyB has the right to affect the ability to pay for the transfer, without prior notice to Party A or although the notice but withoutParty A's written consent;

 

7.2.7 PartyB shall have the circumstances of separation, merger, liquidation, reorganization, revocation, bankruptcy, dissolution, etc. thatmay affect the safety of the loan.;

 

7.2.8 PartyB fails to repay any principal or interest on time in accordance with the contract;

 

7.2.9 PartyB misappropriation of loans;

 

7.2.10 PartyB breaches the contract with Party A or other third party for other loan, loan and credit;

 

7.2.11 PartyB in the bank account of the occurrence of the seizure, freezing, withholding funds and other legal enforcement measures or enforcementmeasures, the party that has affected the repayment capacity of Party B;

 

Contract of Trust loans

 

7.2.12 PartyB is being sued by other creditors for major debt disputes or by the court to make the seizure, freezing, seizure of property orby the court to enforce the ruling;

 

7.2.13 PartyB fails to subscribe to the trust industry security fund;

 

7.2.14 PartyB violates other provisions of this contract.;

 

7.2.15 Othercases where Party B is considered to affect the safety of loan.

 

7.3 Not theprior written consent of Party A, Party B in advance to return debt contract under the loan in full or in part, Party A has theright to request Party B to deadline for repayment of the principal contract all loan principal and interest.

 

7.4 If 7.1prepayment conditions occur, the interest rate of the loan in advance shall be calculated according to the actual number of survivingdays of the loan, and the interest paid by Party A shall not be refunded.

 

and 7.3 paragraph,loan interest according to the contract interest rate and interest during the calculation to the agreed loan maturity. At the sametime, Party B shall also be to Party A to pay the contract agreed by the principal, penalty interest and compound interest, defaultpayment, compensation etc.

 

7.5 PartyB shall not cancel the agreement: Party A shall have the right to require Party B to pay off all the debts in advance accordingto the requirements of the client. Party A hereby announces that the loan is due in advance, and Party B shall, in accordance withthe requirements of Party A, pay off all the debts under this contract.

 

Contract of Trust loans

 

Article8 Information disclosure

 

8.1 PartyB shall, in accordance with the following requirements, disclose the relevant information to Party A in a timely manner:

 

8.1.1 Duringthe trust loans under this contract, Party B shall annually in [/], [/] months ago [/] to submit a quarter financial report withinfive working days every year. [/] month and caring] recently submitted in the first half of the full set of financial report everyyear. [/] month and caring] recently submitted will gauge accountants audit the fiscal year of the full set of financial statements(including balance sheet, income statement, cash flow statement and audit report);

 

8.1.2 suchas change of enterprise name, domicile, registered capital, business scope, company type, amendments to the articles of associationof the company and equity structure changes, or in the aspects of financial, business occurred significant changes, should advance[10] working days prior written notice to Party A, and after the completion of the change of will relevant information of PartyA for the record. Party B legal representative or responsible person in charge of a significant change, should be in the eventof changes [10] written notice within a working day;

 

8.1.3 PartyA shall have the right to request Party B to provide the important and dynamic information of the use of loan funds at any time,and Party B shall provide timely.

 

Article9 Supervision of the use of loan

 

9.1 The contentsof Party A shall include but not limited to:

 

9.1.1 PartyB operating conditions and performance is good, there is no major accident, whether it involves a major litigation seriously affectthe repayment capacity;

 

Contract of Trust loans

 

9.1.2 Othercircumstances that Party A considers to be checked.

 

9.2 If PartyA in process inspection found that Party B is not according to the contract agreed by the uses use to borrow funds, have the rightto take, including but not limited to announce in advance loan maturity, impose a punitive interest and require Party B to thedeadline to be correction measures, and require Party B to assume the liability for breach of contract.

 

Article10 Lender / Party A's statement and guarantee

 

10.1 Theloan person shall have completed the internal authorization procedure required by this contract, and signed this contract is theeffective authorized representative of the lender, and this contract shall be effective as to the lender;

 

**Article11 Statement and guarantee of the borrower / Party B**

 

11.1 PartyB is enterprise legal person which register establishment and exist in administrative department for Industry and commerce in accordancewith the law, which hold a valid business license, has the ability to remain in good operating condition, the right to operatethe business related to the use of the loans under and the contract, and has the right to sign and the performance the contract;

 

11.2 PartyB has completed all authorization procedures for the signing of the contract required. Party B has got the approval and authorizationof the transaction issued by the authority for examination and approval. Party B's effective authorized representative sign thiscontract and once the contract signed which has a legal binding to Party B;

 

11.3 PartyB shall ensure that all the documents provided by Party B are true, accurate, legal and effective, and the copies of the documentspresented are in conformity with the original;

 

Contract of Trust loans

 

11.4 Thefinancial statements provided by Party A in accordance with the existing laws and regulations as well as the generally acceptedaccounting standards, the true and accurate reflection of the financial position of Party B during the reporting period;

 

11.5 PartyB signs or performs the obligations under the contract does not violate any other agreement, administrative regulations or thecompany articles of association, there will not exist any legal and business interests conflict with the other agreement, administrativeregulations or the company's articles of incorporation’

 

11.6 PartyB shall not conceal any of the circumstances, including, but not limited to, any of which it has occurred or is occurring and mayaffect its performance:

 

(1) majorviolation of discipline, violation of law or claims that implicate in its principal leaders;

 

(2) majorevent of default under other contract terms;

 

(3) obligationincurred, or the debt, or the guarantee provided by the third party;

 

(4) majorlitigation and arbitration cases pending;

 

(5) othercircumstances which may seriously affect its financial position and solvency;

 

11.7 PartyB agreed to a direction of the people's Bank of China and the credit administration department approved the establishment of creditdatabase or the relevant units, check with the Department of Party B's credit status, and agrees that Party A to provide informationto the people's Bank of China and the credit administration department approved the establishment of credit database. Party B agreesthat Party A may reasonably use and disclose Party B's information for business needs;

 

Contract of Trust loans

 

11.8 Theabove statement and pledge are effective before that all debt obligations under this contract are completed.

 

**Article 12 The rightsand obligations of Party A**

 

12.1 The right to requireParty B to provide all the information related to the loan;

 

12.2 Party A shall complywith the contract, the terms of the agreement, the amount and the interest rate to the borrower trust loans (except for the reasonsfor the borrower delays);

 

12.3 Party A have theright to request Party B to repay loans on schedule and in full;

 

12.4 The right to understandthe production and operation of Party B, financial activities and operations and repayment plans;

 

12.5 Party A has theright supervise the borrower use the loan according to the contract agreed purpose, right personally on the borrower's funds use,business development and corporate management, supervision, inspection, require the borrower to make a note of related matter,require the borrower to correct the use of funds in the presence of breach of contract, the borrower escape Lender oversight, arrearsof the principal and interest of loans or other breach of contract, the right to take the necessary legal, economic and administrativemeans to safeguard their legitimate rights and interests.

 

12.6 Party A has theright to request Party B to return the loan or stop payment of loans outstanding in accordance with the provisions of this contract,;

 

12.7 When the Party Boccur with major transfer of property rights, the institutional change, transfer of debt of creditor's rights and other factorsthat may affect the security of the loan behavior, Party A has the right to request Party B immediately settle the contract underthe principal and interest of the loan and other related expenses, or transfer the debts implement under the names that Party Aagrees to accept, or provide new security measures that Party A agrees to accept.

 

Contract of Trust loans

 

12.8 if the borrowerfails to pay the contract trust loan or other related payments, have the right to exercise the right of guarantee;

 

12.9 people have theright to entrust the contract claims instructions will be funded by the loan at any time to transfer to the third party;

 

12.10 the obligations,finance, production and operation of Party B shall be kept confidential, except in accordance with the laws, administrative regulations,rules or the state's right to require the disclosure of the institution;

 

12.11 the client confrontpledge during the custody period, pledge the dynamic pledge rate of 70% or less, if the investment period, pledge value fell by10%, Party A has the right to request Party B immediately to cover short positions or to repay part of the loan to meet the pledgerate of 70% of the dynamic. If Party B fails to cover positions within the prescribed period or repay the loan, Party A has theright to terminate the contract in advance, the disposal of collateral.

 

12.12 Party B shouldpledge to be insured, insurance clauses by both parties jointly negotiated, in the two months prior to the expiration of the insurance,Party B shall pledge to renewal, if Party B fails to timely renewal as a breach of contract, Party A has the right to early terminationof the contract and require Party B to repay the principal and interest.

 

12.13 Perform obligationsand other rights according to the laws and regulations as stipulated in this contract.

 

**Article 13 The rightsand obligations of Party B**

 

13.1 Have the right toextract and use all loans in accordance with the contract;

 

13.2 Party B shall faithfullyprovide the documents and information provided by Party B shall cooperate with Party A for loan investigation, examination andinspection, as well as the management of loan funds and post loan management;

 

Contract of Trust loans

 

13.3 Party B shall acceptParty A's supervision and inspection of the use of loan funds and the production and operation and financial activities;

 

13.4 The borrower shalluse the loan funds under the contract , shall not in any way misuse, misappropriation; the borrower is committed to the applicationof funds in accordance with laws and regulations and national industrial development policy guidance in the field, do not use tostate expressly prohibited and the recent national macro-control policies to strictly control field, capital method is not in violationof the provisions of other laws, regulations and policies of the state, and truthfully provide loan funds instructions for useand payment vouchers;

 

13.5 The principal andinterest of the loan shall be repaid on schedule and in full in accordance with the contract;

 

13.6 Party A transferall or part of the contract to the third party, shall obtain the prior written consent of Party A;

 

13.7 The borrower's transferor disposal of its operating assets in other ways related to the total assets listed in its recent financial statements, and morethan 30 of the total assets listed in the financial statements shall be prior written consent by the lender;

 

13.8 The borrower asrelates to the change of ownership and / or institutional changes (including but not limited to merger, division, reorganization,equity transfer, capital reduction), the borrower shall at least 15 working days will be related to changes in the plan submittedto the lender's written consent, but in case of borrowers Limited to the listed company to fulfill the obligation of informationdisclosure, except, the changes in the program shall not damage the lender of the legitimate rights and interests of the contractunder the;

 

13.9 The borrower, suchas the transfer, pledge, set off or otherwise disposed of its third party held a major creditor's rights (the amount of the creditor'srights of [1000] million yuan, including the number), prior written consent of the lender;

 

Contract of Trust loans

 

13.10 The borrower shallnot sign any agreement or document that damages the interests of the lender or any of the interests of the lender;

 

13.11 The borrower shallcooperate with the lender, according to the contract of loan funds use, loan business development, the company's major businessare understand, check and the obligation to provide relevant information to the lender.

 

13.12 The borrower shouldcooperate with the lender to the borrower's credit rating, credit investigation, and in accordance with the requirements of thelender to provide the relevant information;

 

13.13 The borrower toprovide guarantees, such as the amount of the guarantee will be more than 50 of the net assets listed in its recent annual financialstatements, should be prior written consent of the lender;

 

13.14 Ensure that theperson's ability to guarantee the decline, enough to affect the safety of the loan, the borrower should promptly notify the lender,and the lender required within the deadline to make up the guarantee;

 

13.15 Reduce the valueof collateral, enough to affect the safety of the loan, the borrower should promptly notify the lender, and in accordance withthe requirements of the lender to take the necessary measures;

 

13.16 In fiscal yearnet profit after tax to zero or negative, or after tax profit is not enough to make up for the previous accounting year of thecumulative loss or pre tax profit for the borrower pays off in accounting for the annual internal settlement of principal, interestand fees or a pretax profit is not sufficient to pay off a principal, interest and other charges, the borrower is not in any formto the shareholders dividends, dividend;

 

13.17 Perform the lawsand regulations and other rights and obligations as stipulated in this contract.

 

Contract of Trust loans

 

**Article 14 ChargesClause**

 

14.1 Party B shall bearthe expenses for reasonable expenses under this contract, including but not limited to the expenses for notarization, authentication,evaluation, registration, etc..

 

14.2 Party B failed torepay the loan principal and interest and lead to Party A for collection of the loan principal and interest expenses, includingbut not limited to the announcement, serve, appraisal fees, attorney fees, litigation costs, poor travelling expenses, assessmentfees, auction fees, property preservation fee, compulsory execution fees, realize the creditor's rights fees, shall be borne byParty B.

 

**Article 15 Defaultevent and default liability of the Lenders**

 

15.1 The lender has nojustifiable reason for breach of this contract, the borrower has the right to require the lender to correct the deadline; if borrowerto make a loss, the borrower shall have the right to claim damages for the lender.

 

15.2 As a result of thetrust is not set up or should be regulated by the requirements of the lender and the lender cannot be issued to the borrower, thelender does not assume liability for breach of contract.

 

**Article 16 Defaultevent and default liability of the borrower**

 

16.1 Default event anddefault liability of the borrower

 

(1) Borrow provides atrue, complete and effective financial statement, production and operation status and other relevant information not in accordancewith the requirements of the lender;

 

(2) The loan is not usedin accordance with the prescribed purpose;

 

(3) Fails to repay theprincipal and interest of loans;

 

Contract of Trust loans

 

(4) Refuse or obstructthe lender to implement supervision and inspection of the use of the loan;

 

(5) Transfer of assetsto escape the debt;

 

(6) The borrower’soperating and financial conditions deteriorate, likely to endanger the safety of loan, or involved in or is going to be involvedin a major lawsuit or arbitration procedure and other legal dispute, have been or may affect or impair the lender in the rightsunder the contract.

 

(7)Any other debt thathas been held to affect or may affect the performance of the obligations of the Lender under this contract;

 

(8) During the validityperiod of the contract, the implementation of contracting, leasing, mergers, acquisitions, joint ventures, division, joint venture,joint-stock transformation and change or conversion mode of operation management mechanism, have been or may affect or impair thelender in the rights under the contract.

 

(9) In violation of theborrower's statement and guarantee;

 

16.2 The borrower doesnot issue “Borrowing certificate” to lender as promised and does not submit other documents to apply for a loan asrequired by the lender, then the contract would be terminated in advance, the borrower shall pay RMB 50,000 as compensation tothe lender.

 

16.3 Because of the borrower'sbreach of contract and filed a lawsuit / application for arbitration, the loan for the litigation / arbitration payment litigation/ arbitration fees, hire lawyers and other legal costs should be borne by the borrower.

 

16.4 If the lender isnot sufficient to make up for the loss of the lender (including direct and indirect losses), the lender shall have the right toclaim compensation for the loss;

 

Contract of Trust loans

 

**Article 17 Notice**

 

17.1 Notification and delivery

 

17.1.1 Any party sends anotice or other correspondence (hereinafter referred to as the "correspondence") to another should be in accordance withthe contract records on the other side of the contact, by personal delivery, courier, registered letter or fax issued, and entryinto force in the following conditions:

 

(1) Delivered by personal,the delivery date is deemed to be served;

 

(2) Send by express deliveryor registered letter, the date of receipt is deemed to be served;

 

(3)If the recipient didnot sign or reject,third working days from the date of sending document held by notification party or the date recorded in thedomestic registered mail as served.

 

(4) Issued by fax, deemedas sender receive the fax confirmation from recipient.

 

(5) When using the abovemethods at the same time, according to the fastest to reach each other.

 

17.1.2 The two parties confirmthe contact details as follows:

 

Party A: Wuhan Huayuan TechnologyDevelopment Limited

 

Contact: Huang Yi

 

Address:

 

Zip code: 430000

 

Tel: 027-65694977

 

Fax: 027-65694977

 

Contract of Trust loans

 

Party B: Wuhan Kingold jewelryLimited by Share Ltd

 

Contact: Huang Yi

 

Address: No. 15,Economic Development Area,Jiang’an District, Wuhan

 

Zip code: 430023

 

Tel: 027-65694977

 

Fax: 027-65694977

 

17.1.3 If the contacts (includingcontact person or contact information) of this contract changes, the change party shall notify the other party in writing within5 days after the change. Before the receipt of the notice of the change party’s information, the other party shall deem thedocuments and notice issued by the contact information before change.

 

**Article 18 Applicableof law and dispute resolution**

 

18.1 The conclusion, effectiveness,performance, interpretation, amendment and termination of this contract shall apply to Applicable of Law of People's Republic ofChina (for the purposes of the contract, not including the laws and regulations of the Hong Kong Special Administrative Region,the Macao Special Administrative Region and Taiwan region).

 

18.2 If dispute occurs inthe performance of this contract, the two parties shall conduct consultation or mediation; if the negotiation or mediation fails,the court shall file a lawsuit to the people's court that has jurisdiction over the contract.

 

18.3 During the litigiousprocess, the parties shall continue to perform the obligations of other parts in addition to matters where the parties in dispute.

 

**Article 19 Effectiveconditions and conditions of the loan contract**

 

19.1 This contract is validafter the legal representatives or authorized representatives from both sides sign and stamp the contract;

 

Contract of Trust loans

 

19.2 This contract shallfail when satisfy the following conditions:

 

19.2.1 Party B pay off allthe Mortgage Payment and other expenses under the contract;

 

19.2.2 In accordance withthe conditions of this contract, according to the instructions of the principal, Party A decides to terminate the contract;

 

Article 20 Other mattersstipulated by Party A and Party B

 

20.1 Any supplemental agreement concludedand signed between both parties for the issues not mentioned in the Contract should be made as the annex of the Contract and shouldhave equal legal effect.

 

20.2 The Contract is made into [ ] parts withequal legal effect. Party A holds [ copies], Party B holds [ ] copies, and the rest copies are used for relevant procedure, etc.

 

**When signing the Contract, the partiesconcerned should have read and understood all articles of the Contract, without any objection, and should have accurately understoodthe legal relation between both parties and the legal implications of the articles regarding rights, obligations and responsibilities.Any party should not propose any objection upon any article of the Contract on the excuse of serious misunderstanding, obviousunfairness, etc.**

 

(This is signature page with number "【HY17-027-007-001】" of the "contract of trust loans",no body)

 

Party A: Wuhan Kingold jewelry

 

Party B: Wuhan Huayuan Technology DevelopmentLimited

 

 

(signature or seal):

 

Signing date:

 

Place of signing: [ ]