** **

**Exhibit 10.31**

** **

**Trust Loan Contract**

** **

**Between**

** **

**China Minsheng Trust Co., Ltd.**

** **

**And**

** **

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

** **

**Contract No.: **[2016-MSDY-47-2]

** **

2016

** **

 

**Trust Loan Contract**

 

**Lender (Party A): China Minsheng TrustCo., Ltd.**

 

Address: 19/F, Tower C, Minsheng FinancialCenter, No. 28, Jianguo Mennei Road, Dongcheng District, Beijing

 

Zip Code: 100005

 

Legal Representative: Zhiqiang Lu

 

Fax Number: 010-85259080

 

Phone Number: 010-85259071

 

 

 

**Borrower (Party B): Wuhan Kingold JewelryCo., Ltd. ** 

 

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

 

Zip Code: 430023

 

Legal representative: Zhihong Jia 

 

Fax Number: 027-65694977

 

Phone Number: 027-65694977

 

Whereas:

 

1. Party A is a dulyincorporated trust company with good standing, and Party B is a duly incorporated limited liability company with good standing.

 

2. According to [2016-MSJH-60-1]China Mingshen Trust – Zhixin No. 173 Kingold Jewelry Loan Assembled Fund Trust Plan Trust Contract (“Trust Contract”or “Trust Document”), Party A sets up China Mingshen Trust – Zhixin No. 173 Kingold Jewelry Loan Assembled FundTrust Plan (“Trust Plan”) and agrees the trust fund is used to issue loans to Party B.

 

3. According to theTrust Document, Party A plans to sign this Contract with Party B and issue a trust loan to Party B.

 

The Contract is madein line with relevant laws and regulations to specify the rights and obligations of both parties after reaching consensus throughconsultation.

 

**Article 1 Definitions**

 

1. In the Contract (asdefined below), save where the context or text otherwise requires, the following words and expressions shall have the same meaningsin the Trust Document:

 

1.1** Contract**:the Contract [2016-MSDY-47-2] Trust Loan Contract between China Minsheng Trust Co., Ltd. and Wuhan Kingold Jewelry Co., Ltd**. **andany other effective revisions and annexes.

 

1.2 **IssuanceDate of Loan:** for each allocation of trust loan, the date of issued loan by Party A to Party B, specified on the certificateof indebtedness of loan regarding that allocation. If the first Issuance Date of Loan is inconsistent with the date of establishmentof the Trust Plan, or if any following Issuance Date of Loan is inconsistent with the date of successful funding of the fund correspondingto this loan, the date of when the Trust Plan begins effective or the corresponding following date of actual usage of each fundallocation is the Issuance Date of Loan.

 

 

 

1.3 **ExpirationDate of Loan**: for each allocation of the trust loan, the expected expiration date of each trust loan, or the date of advancedexpiration of loan of each trust loan, or the date when the extending period of this loan ends.

 

1.4** InterestSettlement Date:** March 15, June 15, September 15, December 15 of each natural year and each Expiration Date of Loan. TheInterest Settlement Date cannot be extended.

 

1.5** InterestPayment Date**: each Interest Settlement Date. If Interest Payment Date is not a business day, then it will be the next businessday.

 

1.6 **Month**:for each allocation of trust loan, the period from the Issuance Date of Loan or corresponding date of the Issuance Date of Loan(including that date; if there is no corresponding date of that month, then to be the last date of that month) to the correspondingdate of the Issuance Date of Loan of next month (excluding that date; if there is no corresponding date of that month, then tobe the last date of that month) is a loan Month for that allocation. The specific starting date and ending date should be the dateson the certificate of indebtedness of that allocation.

 

1.7 **Year**:for each allocation of the trust loan, the 12 Month period since the Date of Loan is a loan Year for that allocation.

 

1.8 **Pledgor**:Wuhan Kingold Jewelry Co., Ltd.

 

1.9 **Gold PledgeAgreement**: Gold Pledge Agreement between China Minsheng Trust Co., Ltd. and Wuhan Kingold Jewelry Co., Ltd**. **signedby Party A and Pledgor [2016-MSJH-60-3].

 

1.10** AuthorizedSubscription Contract of Trust Industry Security Fund**: Authorized Subscription Contract of Trust Industry Security Fund [2016-MSJH-60-4]signed by Party A and Party B.

 

1.11** Yuan**:refers to the monetary unit of China, the Reminbi or RMB.

 

1.12** China:** Refersto the People’s Republic of China excluding Hong Kong, Macau and Taiwan.

 

**Article 2 Amountof Loan**

 

The amount of loan underthe Contract is Two Hundred Million Yuan, or RMB 200,000,000.00, in multiple allocations. The specific amount of each allocationof loan shall follow the amount specified on the certificate of indebtedness of loan. 

** **

****

 

** **

**Article 3 Purposeof Loan and Supervision**

 

3.1 Party B shall usethe loan for supplementary liquidity needs.

 

Party B is not allowedto change the purpose of loan without prior written consent of Party A. Party B is not allowed to use the loan for fixed investmentin assets and stock rights etc., securities market investment, land storage, and real estate development, projects prohibited byany law, regulation, regulatory provision and national policy.

 

3.2 The trustor underthe trust or a third party designated by it supervises if Party uses the money according to this Contract, and checks if

** **

**Article 4 Life ofLoan**

** **

4.1** **Theloan under this Contract is issued in allocations. The life of loan of each allocation of loan is 24 Months, calculated since itsrespective Issuance Date of Loan.

 

4.2 Based on conditionsprescribed in the Contract, Party A shall have the right to announce that the loan or partial of the loan is due in advance.

  

**Article 5 InterestRate, Interest Calculation, Settlement of Interest, Payment of Interest and Penalty Interest**

 

5.1 Interest Rate

 

The annual interestrate of loan under the Contract is 10.85%.

 

5.2 Interest Calculation

 

Interest of each loanunder the Contract will calculated respectively starting from the Issuance Date of Loan. The interest of each loan is calculatedby day, with daily interest rate= monthly interest rate/30= yearly interest rate/360. For each loan, amount of loan interest dueevery day = amount of loan balance on that date x [10.85]%/360.

 

5.3 Interest Settlement

 

Interest on the loanunder this Contract is calculated by using the Interest Settlement Date corresponding to each loan. The period is from loan issuancedate (inclusive) or the last Interest Settlement Date (inclusive) to this Interest Settlement Date (exclusive). The last interestsettlement date of each loan under this Contract is the Expiration Date of Loan. The principal should be paid off along with itsinterest.

 

 

 

5.4** **InterestPayment

 

Party B shall make fullinterest payment to Party A for each loan on each Interest Payment Date. If the loan is issued by allocations, each allocationis calculated in following way and the interest is paid accordingly.

 

Interest that PartyB should pay includes the sum of the front end interest and term interest. Front end interest should be paid in a lump sum on thefirst Interest Payment Date after the issuance of the loan. Front end interest shall be paid by Party B = Current loan balance* [1]%. Term interest shall be paid seasonally: interest shall be paid by Party B on every Interest Payment Date within first yearafter the issuance of the loan= Σ the loan balance every day from the Issuance Date of Loan (inclusive) or last interestsettlement date (inclusive) to the interest settlement date (exclusive)* [9.85]%/ 360; : interest shall be paid by Party B on everyInterest Payment Date within second year after the issuance of the loan= Σ the loan balance every day from the Issuance Dateof Loan (inclusive) or last interest settlement date (inclusive) to the interest settlement date (exclusive)* [10.85]%/ 360

 

5.5 Penalty Interest

 

(1) If Party B changesthe purpose of loan, Party B should pay additional 100% interest based on the original interest rate starting from the date ofsuch change regarding the changed part.

 

(2) If Party B failsto make loan payments as scheduled, Party B shall pay additional 50% interest based on the original interest rate starting fromthe date of such failure. If Party B fails to make interest payment as scheduled, Party B shall pay compound interest accordingto the 50% penalty interest rate.

 

(3) Original interestrate refers to the applicable rate used prior to the Expiration Date of Loan (including accelerated maturity date or expirationdate for extension).

 

(4) In case the paymentis overdue AND the purpose of loan has been changed, Party B shall pay the higher interest rate according to above provisions.

 

**Article 6 Issuanceof Loan**

 

6.1 Only after satisfyingthe following prerequisites, Party A is in duty bound to issue a loan to Party B.

 

(1) To issue thefirst loan, the trust plan has been set; to issue each of following loans, the subscription of that trust unit is successful;

 

 

 

(2) According to currentlyeffective laws, regulations, certificate of incorporations and other organizational documents, Party B, each Warrantor and othershave provided all necessary legal documents and legally valid internal/external approval and authorization documents, and submitthe list of persons with signature rights and the signature specimen of these persons;

 

(3) The Contract, Contractof Warranty, Fund Supervision Contract, Safekeeping Contract, Authorized Subscription Contract of Trust Industry Security Fundand other transaction documents have been signed and taken affect;

 

(4) Notarization ofcompulsory execution of the Contract and Gold Pledge Agreement has been transacted;

 

(5) Contract of Pledgehas been signed and taken affect and the pledged gold has been stored in a safe in Xingye Bank Ltd, Wuhan Branch;

 

(6) Until the issuancedate of the loan, all the statements and guarantees provided by Party B in Article 10 of this Contract are true, accurate and effective.Party B’s financial situation is basically similar with it when signs this Contract without any major adverse change;

 

(7) Until the issuancedate of the loan, the issuance of the trust loan of Party A to Party B under the Contract does not violate all the laws and regulations;

 

(8) Party B’sbusiness operation status (including but not limited to its financial status) does not have any substantial changes which causeany major adverse influence on the transaction under the Contrac;.

 

(9) Any laws, regulations,regulatory provisions, other regulatory documents or regulatory agencies do not limit or prohibit Party A to issue a loan to PartyB as described in the Contract;

 

(10) Other requirementsby Party A.

 

6.2** **Withinthree days since all conditions under Article 6.1 are met (unless Party A waives any or more of them), Party A should transfereach loan to the following loan account opened by Party B.

 

Bank Name: Huaxia Bank,Wuhan Qiaokou Branch

Account Number: 11160000000449494

Account Name: WuhanKingold Jewelry Co., Ltd

 

 

 

**Article 7 Repayment**

 

7.1 Principal of Repayment

 

As for the loan underthe Contract, Party B shall repay interest first and then principal. Party A is entitled to use the payment of Party B to firstpay off all expenses which should be undertaken by Party B but are paid by Party A for Party B and expenses for Party A realizingcreditor’s right.

 

If the payment of PartyB is insufficient to pay off the payable amount of Party A (including but not limited to loan principal, interest, liquidated damages,compensation for damage, expense for achieving the creditor’s right and other expenses payable) under the Contract, PartyA is entitled to decide the sequence of refunding principal, interest and other expenses.

 

7.2 Repayment of Principaland Interest

 

Party B shall pay theinterest according to the Article 5.4 in the Contract on each Interest Payment Date. The last Interest Payment Date of every loanis the Expiration Date of Loan for such loan under the Contract and the principal should be paid along with the interest.

 

7.3 Prepayment

 

(1) After each allocationis issued for 12 months, Party B could request prepayment, but only after sending request in writing 30 days in advance to PartyA and getting Party A’s approval.

 

(2) Interest rate underthe Contract shall not change if Party B prepays.

 

(3) The interest ofprepayment is calculated according to this Contract. If the life of the loan of that month is less than 30 days, the loan interestis calculated basing on 30 days. If the life of the loan is over 30 days (including), the loan interest is calculated basing onthe actual usage dates.

 

(4) If Party B prepays,Party B shall make one lump-sum payment of principal along with interest.

 

7.4 Party B shall transferthe payment of principals and interests to the following account appointed by Party A:

 

Bank name: ShanghaiPudong Development Bank Beijing East Chang’an Branch

Account number: 91190153910001603

Account name: ChinaMinsheng Trust Co., Ltd 

 

 

 

**Article 8 Warrantof Loan**

 

8.1 All debts underthe Contract (including but not limited to all principals, interests, default interests, compound interests, liquidated damages,compensation, all payments for creditor to realize the creditor’s rights and other payments that Party B shall pay) are guaranteedby the Pledgor in the following manners:

 

(1) Pledge: Party Bprovides pledge guarantee with its inventory of gold with standard not lower than Au9995. Under the presumption of principal pledgerate no higher than 70%, the gold amount that should be pledged is calculated basing on the Au9995 closing price of Shanghai GoldExchange on the day prior to pledgor date. The details are specified in the Gold Pledge Agreement.

 

8.2 For the detailsabout all warrant ways under Article 8., the Gold Pledge Agreement prevails.

 

**Article 9 Rights,Obligations, Representations and Warranties of Party A**

** **

9.1 Rights of PartyA

** **

(1) Party A is entitledto require Party B to repay the principals, interests and expenses of the loan;

 

(2). Party A is entitledto require Party B to provide the most recent audited financial statements and all other relevant documents related to the loanunder the Contract;

 

(3) Party A is entitledto understand the production and management, financial activity of Party B;

 

(4) Party A is entitledto report to the authorities if Party B evades Party A’s supervision, delays payment of loan principal and interest and conductsother actions of breach of Contract;

 

(5) Party A or its authorizedthird party is entitled to collect payments that are not fully paid or timely paid by Party B via various communication channels.The expenses resulted from such collection acts will be borne by Party B;

 

(6) Party A or its authorizedthird party is entitled to perform regular inspections on Party B’s purchase agreements to check the matching status of theactual purchase agreements and actual fund usage;

 

(7) If any situationhappens as prescribed in Article 11 and Party A believes it may endanger creditor’s rights under the Contract, or Party Bdefaults under this Contract in any way, Party A is entitled to announce the loan is due in advance and require Party B to payall due principals and interests of the loan;

 

(8) Party A’s otherrights entitled by law, regulations and the Contract.

 

9.2** **Obligationsof Party A

** **

(1)** **Issuethe loan on schedule based on the Contract, save the delay due to reason of Party B or other reasons not concerned about PartyA;

 

 

 

(2) Keep the financialinformation and the commercial secrets about production and management provided by Party B in confidentiality, save the laws andregulations otherwise require, or disclose according to regulatory department and administrative supervision department or discloseto engaged third parties.

** **

9.3** **Representationsand Warranties of Party A

** **

Representations andWarranties of Party A are as follows:

 

(1) It is a registeredtrust company approved by China Banking Regulatory Commission and has the qualification to sign this Contract;

 

(2) It is its real intentionto sign and perform the Contract. It has legally performed all necessary formalities for signing and performing the Contract. Allthe procedures to sign and fulfill the Contract have been legally performed and are legally effective.

 

(3) It issues trustloan to Party B under the Trust Contract and its execution and enforcement of this Contract does not violate any of its obligationsunder the Trust Contract.

 

**Article 10 Rightsand Obligations of Party B**

 

10.1 Rights of PartyB

 

(1) Entitled to getand use the loan according to the stipulated terms and loan usages of the Contract.

 

(2) Entitled to requireParty A to keep the relevant financial information and commercial secrets about production and management provided by Party B inconfidentiality, save where laws, regulations or this Contract otherwise require or necessary disclosure to principals and beneficiariesbecause Party A sets up the trust .

 

10.2 Obligations ofParty B

 

(1) Get the loan accordingto stipulations of the Contract;

 

(2) Per Party A’srequests, provide materials quarterly to Party A about financial accounting and production and management (depending on specificsituation of projects), including but not limited to the balance sheet, profit and loss statement, cash flow statement and financingsituation (all the banks with its accounts, accounts, balance situation, etc.), usage situation of loan fund, etc., and takes responsibilityof the authenticity, legality, completeness and validity of the foregoing provided documents;

  

 

 

(3) Use the loan forthe purpose agreed in the Contract and do not forcibly occupy and misappropriate it or use it in any project that violates thelaws and regulations;

 

(4) Actively cooperateand consciously accept the investigation and supervision of Party A or its engaged third party on its production and management,financial activity and loan utilization under the Contract;

 

(5) Pay off principalsand interests of loan on schedule and pay other amounts due (if any) in accordance with the stipulations of the Contract;

 

(6) Bear related expensesunder this Contract, including but not limited to insurance, evaluation, registration, safekeeping, appraisal, notarization andother matters;

 

(7) Party B and itsinvestors are not allowed to secretly withdraw funds or transfer assets to evade debts to Party A;

 

(8) Before paying offthe principals and interests, it shall not, without Party A’s consent, use the assets resulted from the loan to warrant fora third party;

 

(9) During the durationof the Contract, it shall not provide any warrant to a third party without Party A’s consent, shall not allocate its profits;repayment of loans of Party A’s shareholders shall not be done before the repayment of principal and interest of the loanunder this Contract;

 

(10) Before any fullor partial transfer of debt to a third party, it shall get prior written consent of Party A;

 

(11) During the durationof the Contract, if Party B alters its name, legal representative, address, business scope and registered capital, it should notifyParty A in writing;

 

(12) During the durationof the Contract, in case Party B engages in contracting out business operation, lease, shareholding system transformation, jointventure, merger, acquisition, separation, increase and decrease of capital, alternation of stock rights, transfer of material assetsor other acts of disposition which will impact the realization of Party A’s credit, Party B shall notify Party A in writingat least 30 days in advance for its consent and address the matters of payment and guaranty of the debt under the Contract accordingto Party A’s requirements;

 

(13) In case Party Bsuffers business halts, bankruptcy, dissolution, closure of business, cancellation of business license, and revocation, the Contractis deemed to reach its expiration. Party B shall send a written notice to Party A within three days since the date of its occurrenceand repay all principals and interests immediately;

 

(14) If any incidentcauses danger to Party B’s normal business or materially and adversely affect Party B’s ability to fulfill its paymentobligation under the Contract, including but not limited to, material financial disputes, litigation, deterioration of financialsituation, serious hardship of production and operation, dissolution, closure of business, cancellation of business license, andrevocation, etc., Party B shall send a written notice to Party A within three days since the date of its occurrence and addressthe matters of payment and guaranty of the debt under the Contract according to Party A’s requirements;

 

 

 

(15) Ensure all Warrantors(if any) to work with Party A to sign Contracts of Warranty (if any) and go through relevant notarization and registration procedures;

 

(16) In case the Warrantorsunder the Contract suffers business halts, bankruptcy, dissolution, closure of business, cancellation of business license, revocationor similar situations, and partly or fully loses the warrant ability corresponding to this loan, Party B shall promptly provideParty A other warrant recognized by Party A;

 

(17) Party B, withoutany consent from Party A, shall not incur any kind of debt, investment or financing, including but not limited to, bank loan, trustloan, merger loan, setting property trust, setting special asset earning right, share or share beneficiary investment and financing,and other kinds of investment and financing activities;

 

(18) During the termof this Contract, Party B does not distribute dividends to shareholders;

 

(19) Party B shall takeresponsibility to Party A for the loss caused by breaching the Contract.

 

**10.3 Representations and Warrantiesof Party B**

 

Representations andwarranties of Party B are as follows:

 

(1) It is a legallyregistered and validly existing business entity. Until the Issuance Date of Loan, it is in normal operation, and does not haveany current or reasonably expected factor which may cause it to be unable to keep the normal operation during the loan term;

 

(2) It is its real intentionto sign and perform the Contract. It has legally performed all necessary formalities for signing and performing the Contract. Theseconducts do not violate the certificate of incorporation or other organizational documents or any laws, regulations, charters andother regulatory documents, judgments, contracts, commitments, or arrangements. All the procedures to sign and fulfill the Contracthave been legally performed and are legally effective;

 

(3) All the documents,materials, relevant financial statements and certificates provided to Party A for the loan under the Contract are true, correct,complete, legally valid, and do not have any misleading statements, false record or material omission;

 

 

 

(4) It does not concealany past actions or actions that may happen which might prevent the issuance of the loan under the Contract, including but notlimited to,

 

1) serious illegal actions,discipline incidents or material claims related to it or its person in charge;

3) any breach actionsrelated to contracts with other creditors;

2) litigations, arbitrationsand other disputes;

4) its debt and debtguarantees;

5) other situationsthat might influence its financial status or repayment ability.

 

(5) It allows PartyA to investigate its credits from the credit data center approved and set up by People's Bank of China and its credit supervisordepartment or relevant agencies, agrees Party A to disclose its information to the credit data center approved and set up by People'sBank of China and its credit supervisor department, or reasonably use or disclose those credit information out of business needs;

 

(6) Any existing legaldocuments relevant to financing and/or guarantee (if any) do not include any terms that limit Party B’s refinancing or providingguarantee and do not affect Party B’s application of trust loan to Party A under the Contract.

 

**Article 11 Responsibility of Default**

 

11.1 Default Situations

 

(1) Party B shall takethe responsibility of default by law if any situation as follow happens:

 

1) Fail to provide true,complete and valid financial, accounting, operation status and other materials; conceal information that may affect its abilityto repay the loan;

 

2) Fail to use the loanfor the purpose agreed in the Contract, refuse Party A’s or its authorized third party’s supervision over the usageof the loan;

 

3) Fail to pay interestsor any term of interest under the Contract on schedule, or fail to pay other amount payable (if any);

 

4) Transfer assets orwithdraw funds to evade debt;

 

5) Deterioration ofoperation and financial conditions, failure to pay off due debt, involvement in serious litigation, arbitration or other legaldisputes or undertaking other debts happens and Party A believes it may affect or threaten its rights and benefits under the Contract;

 

6) During the durationof the Contract, conducting transactions such as contracting out business operation, lease, shareholding system transformation,joint venture, merger, acquisition, separation, increase and decrease of capital, alternation of stock rights, and other actionschanging operating way or system which Party A believes may impact or have impacted Party A’s rights under the Contract;

 

 

 

7) Its other debts mayor have affected the fulfillment of obligations to Party A;

 

8) Distribute dividendwithout any consent from Party A during the duration of the Contract;

 

9) Enter into legalproceedings of custody, taken over, consolidation, settlement, reorganization, bankruptcy, or dissolution, or being cancelled businesslicense, or being ordered business closure, stop, revocation or dissolution;

 

10) If Party B and/orWarrantor has any situation that Party A believes material and disadvantageous, or violates any other project or contract withParty A or other financial institution, Party A has the right to adopt the remedies under Article 11.2 under this Contract. Ifthe violation is serious, Party A has the right to terminate all projects cooperated with Party B;

 

11) Other breaches ofthe Contract or other circumstances that Party A believes may affect or threaten or have affected or threatened the realizationof Party A’s rights and benefits under the Contract.

 

(2) If any followingcircumstances happens to the Pledgor that Party A believes may affect the warrant ability of the mortgagor (or the Pledgor) andrequires the mortgagor (or the Pledgor) to remove the adverse implication caused by it, but the Pledgor and Party B do not cooperate,or Party B refuses to provide new warrant and/or other remedies approved by Party A, Party B is deemed to violate the contract:

 

1) Upon signing theGold Pledge Agreement, the Pledgor concealed any situation that the rights associated with the pledge has been addressed, includingbut not limited to, that the pledge has been rented, sold, the beneficial rights, operation rights or other rights have been transferredby the Pledgor, the Pledgor/lessor has obtained long term rent in a lump-sum, or the Pledgor has already set up warrant, pledgeand other rights;

 

2) The behavior of athird party resulted in the damage, lost, or devaluation of the pledge, and the Pledgor fails to address the damages under themortgage agreement;

 

3) The Pledgor’sbehavior will decrease the value of the pledge but refuses or fails to stop the action, restore its original situation or provideany warrant upon Party A’s request;

 

4) Without any writtenconsent from Party A, the Pledgor gives, transfer, leases, repledges, transfer-pledges, moves the pledge, or addresses the pledgein any other way or sets up other rights on the pledge;

 

5) The Pledgor addressesthe pledge with Party A’s consent, but fails to follow the Gold Pledge Agreement when handling the disposal price of thepledge;

 

 

 

6) The pledge is damaged,lost or its value is reduced which affects the repayment of the debt under the Contract, and the pledgor does not restore its valuepromptly, or provides other warrants recognized by Party A;

 

7) The Pledgor failsto transact notarization according to the Contract and the Gold Pledge Agreement;

 

8) Other breach scenariosunder the Gold Pledge Agreement.

 

11.2 Default Remedies

 

Party A is entitledto take one or more of the following measures if and of the abovementioned defaults happen:

 

1) Stop issuing therest of the loan that has not been issued yet;

 

2) Announce the paymentis due immediately, collect in advance those loans issued, and require Party B to repay all the loan principals, interests andother payments under the Contract;

 

3) Charge Party B theliquidated damage which is 20% of the principal;

 

4) Exercise guaranteerights;

 

5) Terminate the Contractand other Contracts of Warranty (if needed);

 

6) Other measures providedby regulations, regulatory provisions and the Contract.

 

11.3 Special Agreement

 

Within 5 days sincethe Loan Trust is set up, if Party B fails to fulfill relevant borrowing obligations under this Contract without any reasons, itshall pay Party A liquidated damages of 3,000,000 Yuan and Party A has the right to terminate this Contract unilaterally.

 

**Article 12 Amendmentand Termination of Contract**

** **

Upon the effectivenessof the Contract, any party shall not alter or terminate the Contract unilaterally unless the Contract provides otherwise. Any amendmentsor alterations shall be agreed by both parties in a written agreement.

 

**Article 13 ApplicableLaws and Dispute Resolutions**

** **

13.1 Both parties shallsolve disputes arising from the Contract or related to the Contract by negotiation or settlement. In case no settlement can bereached through negotiation, the parties shall submit the dispute to the people’s court with jurisdiction in the domicileof Party A. Unless otherwise specified in the judgment, the actual cost of the parties related to the suit (including but not limitedto court fees and reasonable attorneys' fees) shall be borne by the losing party.

 

 

 

13.2 The agreement,interpretation, performance and dispute resolution under the Contract are subject to laws and regulations of People’s Republicof China.

 

13.3 During the periodof dispute resolution, Party A and Party B shall still perform the terms without disputes under the Contract. No party could refuseto perform any of its obligations under the Contract.

 

**Article 14 Notarizationof Compulsory Execution**

** **

14.1 Party A and PartyB confirm that, within three days of execution of the Contract, both parties will transact compulsory notarization of the Contractat Beijing Fangzheng Notary Office.

 

14.2 Party B herebycommits that if it fails to fulfill or incompletely fulfills any of its obligations under the Contract, it is willing to receivejudiciary compulsory execution, without any judicial proceeding. Party A can directly apply for compulsory execution to people’scourt with jurisdiction according to Article 238 of Civil Procedure. Party B waives right of defense for such application.

 

14.3 Party A and PartyB confirm that both parties fully understand the meaning, content, procedure and effect of notarization of compulsory executionproscribed by relevant laws, regulations and regulatory documents.

 

14.4 If Party B failsto perform or inappropriately performs debt documents which has been notarized and have the compulsory execution effect, PartyA can apply for issuance of compulsory execution document to the notary office. Party B shall cooperate with the notary officeto complete the verification procedure. Party B commits to cooperate fully with the application by Party A (including but not limitedto the verification procedure with the completion of the notary office). If Party B fails to fulfill such obligation timely, PartyB hereby confirms: in the case of absence of Party B, after the notary, based on the notary application by Party A and its internalprocedure, completes the verification process, it deems to finish the verification process. Party B fully recognizes its legalconsequences.

 

14.5 This Article haspriority to the Article 13.1. Party B shall bear the expense arising from application of compulsory notarization.

 

 

 

**Article 15 Notificationand Delivery**

 

15.1 All the notifications,documents and materials sent or provided to each party because of execution of the Contract shall be delivered according to thecontact in the cover page. If the contact information of one party changes, it shall notify the other party in writing (fax orexpress mail) within three workdays since the date of change. Otherwise, the notification from he party which does not change thecontact information to the other party by fax or express mail according to the contact information in this Contract is deemed tobe delivered.

 

15.2 Contact informationof both parties:

 

Party A:** **ChinaMinsheng Trust Co., Ltd.

Mailing Address: 19/F,Tower C, Minsheng Financial Center, No. 28, Jianguo Mennei Road, Dongcheng District, Beijing

Zip Code: 430023

Contact Person: YouLi

Phone Number: 18627822266

Fax Number: 010-85259080

Email: liyou@msxt.com

 

Party B: Wuhan KingoldJewelry Co., Ltd.

Mailing Address: Te15, Huangpu Science & Technology Garden, Jiangan District

Zip Code: 430023

Contact Person: QiaoHu

Phone Number: 113317109760

Fax Number: 027-65694977

Email: webmaster@kingold.com.cn

 

15.3 Notification isdeemed to be delivered to the other party on the following date:

 

(1) Personal delivery:effectively delivered on the date when the designated person delivers it;

 

(2) Registered letterservice: the third day after the mailing day (postmark as the proof) ;

 

(3) Fax: when the confirmationof successful delivery is created by the fax machine;

 

(4) Express mail service:the second day after postmark date;

 

(5) Email: date statedin the email system of successful delivery.

 

 

 

**Article 16 SupplementaryProvisions**

** **

16.1 Any amendment ofthe Contract as the attachment of the Contract has the equal legal effect with the Contract.

 

16.2 The Certificateof Indebtedness under the Contract and other relevant documents confirmed by both parties are indivisible component of the Contract.

 

16.3 Party B has readall the terms of this Contract. Per Party B’s requirements, Party A has explained the relevant provisions under this Contract.Party B has acknowledged and fully understood on the meaning of the Contract terms and the corresponding legal consequences.

 

16.4 In the course ofperforming this Contract, if Party A does not exercise or timely exercise any of its rights under this Contract, it shall not bedeemed to have waived such rights, and it does not affect the exercise of Party A’s other rights and fulfillment of PartyB’s obligations under this Contract. All waiver of rights shall be made in writing.

 

16.5 Representationsand Warranties in the Contract are set out separately and independently. Except as otherwise expressly agreed in this Contractor the parties otherwise agreed in writing, they will not be restricted by other terms in the Contract that may contain contrarymeanings. If a provision of this Contract or any part of a provision becomes invalid at present or in the future, this invalidprovision or the invalid part of the terms of the Contract does not affect the other terms of the Contract or the validity of othercontent in the term.

 

16.6 The agreementsin the Contract include Representations and Warranties specified in this Contract, and any violation of these Representations andWarranties are treated as breach of Contract.

 

16.7 Both parties shallensure that the Contract is fully executed by conducting and signing any further actions, incidents, documents, so the expectedpurpose of this Contract could be fully achieved.

 

16.8 The titles in theContract only serve as easy access to all the terms. Under no circumstances they shall be construed as an integral part of thisContract, or as limitation of its terms of indication.

 

16.9 The Contract isthe complete document on the matters covered by it agreed by both parties. This Contract, together with any attachments to thisContract constitutes the entire agreement between the parties of this Contract. If any previously signed letter of intent, otherlegal documents or other written and oral agreements are inconsistent with this Contract, this Contract shall prevail.

 

16.10 The Contract iseffective on the day when it is signed and stamped by the legal representative or an authorized representative of each party andshall terminate when all loan principals, interests, penalty interests, liquidated damages, damages compensation and all othersums due (if any) are paid off.

 

16.11 All nine copiesof the original Contract has the same legal effect; three copies are possessed by Party A and three copies are possessed by PartyB; the remaining copies are for handling enforcement of notarization, pledge registration procedures, etc.

 

**Both parties haveread all terms of the Contract and have completely understood the meaning of Contract terms and corresponding legal consequences.No party shall challenge any terms under the Contract on the any basis such as material misunderstanding or unconscionability.**

** **

(Signature page follows)

 

 

 

(This is the signaturepage of Trust Loan Contract of No. 2016-MSDY-47-2 and has no content of contract)

 

Party A: /s/ China MinshengTrust Co., Ltd.

Legal Representative/AuthorizedRepresentative: /s/ Zhiqiang Lu

 

Party B: /s/ KingoldJewelry Co., Ltd.

Legal Representative/AuthorizedRepresentative: /s/ Zhihong Jia

  

Contract signed on:September 17, 2016

Contract signed in:Dongcheng District of Beijing City