Exhibit 10.1


 





 


Trust
Loan Agreement







 


 


 


 


 


Fenghui No. 1 Single Trust Fund


 


 


 


 


 


Trust Loan Agreement


 


NO: 【NT
16-020-013-002】


  





 


 


 


 


 


 


 


 


 


 


 


 


 


The National Trust Ltd.


 


【】Month【
2016 】Year

Trust Loan Agreement


 


 


 


 


 


 


 



     


    Trust Loan Agreement


    







 


Trust Loan Agreement



 


Lender (Party A): The National Trust Ltd.


 


Address: No.1 building, No.18 courtyard
on Binhe Road, Western Anwai, Dongcheng District, Beijing


 


Zip code: 100011


 


Legal representative: Xiaoyang Yang


 


Fax: 010-84268000


 


Tel: 010-84268088


  


 


Borrower (Party B): Wuhan Kingold Jewelry
Co., Ltd.


 


Address: Te No. 15, Huangpu Science and
Technology Park, Jiang an District, Wuhan City


 


Zip code: 430023


 


Legal representative: Zhihong Jia


 


Fax: 027-65694977


 


Tel: 027-65694977


  


 


In view of:


 


I.Party A, in accordance with
the written agreement of the Fenghui No.1 Single Fund Trust (hereinafter referred to as “this Trust”or“this Trust Plan”) and the trustor’s
intention, will deliver the RMB trusted funds (hereinafter referred to as“Trust
Loan”or“Loan”)
to Party B in the name of Lender.


 


II.The terms in the provisions of this
agreement not defined specifically will follow the definitions and connotations in the Trust Agreement (No. NT Trust. 16-020-013-001)
and the Trust Loan Agreement.


 


III.According to the relevant laws
and regulations, two Parties implement this Amendment to the Trust Loan Agreement to abide to and enforce the provisions.


  


Article 1 The contents of the Loan


 


1.1 Amount of Loan


 


The contract under the
Loan amount is not more than RMB [500,000,000.00], Capital: RMB [Five hundred million] yuan as a whole. Agreed by the two parties,
the source of the Loan under this Agreement is the Trust Fund under the Trust managed by the Lender..


 


1.2 Terms of Loan


 


(1) The term of the Loan
under this Agreement is the following j:


 


j The term of the
Loan is [12] months, from   date,   month,   year to   date,   month,   year. The Loan
period starts from the date of payment. Unless in accordance with this Agreement, Party B shall not make the repayment in advance;


 






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    Trust Loan Agreement


    

 


k The Loan period
is [] months, the surrender period of Loans to the date of payment of the first phase of the Loan which is reach to [] month is
the corresponding days; the first phase of the Loan payment is the corresponding date for each period of the maturity date of the
Loan;


 


l Loan 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;


 


mThe funds to be
delivered by installments in each load term of [ ] months, the corresponding day after [ ] months upon the date the release begins
should be the expiration date for each installment;


 


(2) In general the principle
of the Loan shall not be extended under this Agreement. If the Lender and the Borrower through consultation agree to extend the
Loan and agree on the extension terms, they should sign an amendment. The extension is up to one year.


 


(3)
When the Loan is issued, Party B shall fill in Loan IOU, the specific amount of the Loan, issuance date and the date of
repayment should be subject to the content of the Loan IOU.


 


1.3 Interest rate of
Loan


 


The calculation of interest
under this Agreement shall be subject to the provisions of Article 3 of this Agreement.


 


1.4 Purpose of Loan


 


1.4.1 The purpose of the Loan under this
Agreement is the following (2):


 


(1)
all Trust Loans under this Agreement are used in the construction of the project [ ];


 


(2)
to provide working capital Loan to Party B.


 


1.4.2 Without the written consent of the
Lender, the Borrower shall not arbitrarily change the use of the Loan, including but not limited to, Party B shall be use the Loan
fund under this Agreement for fixed assets, equity investment and industries restricted by national policies, and shall not use
it for the investments in shares, futures investment, financial derivatives, and shall not use it for the production and operation
prohibited by the nation.


 


Article 2 Release
of Loan


 


2.1 Unless Party
A agrees to give up all or part of the conditions under this Article in written form, when and only when the following terms
continue to meet and the trustor issued Loan Notice, Party A is obligated to issue Loan to Party B:


 


2.1.1 Party B has obtained the internal
authority’s valid agreement of this Loan in accordance with relevant laws and corporate regulations;


 


2.1.2 The Agreement has been signed and
entered into force without any violation of the Agreement by Party B;


 


2.1.3 This Trust takes effect;


 


2.1.4 Party B has provided the irrevocable
Loan IOU to Party A;


 


2.1.5 Party B has submitted all documents
required by Party A as follows:


 


(1) The sealed business license (copy)
of corporation;


 


(2) The sealed valid corporate bylaws (copy);


 






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    Trust Loan Agreement


    

 


(3) The sealed legal representative’s
ID card (copy);


 


(4) The sealed annual financial audit reports
of previous year and financial statements of the last three months (copy);


 


(5) The internal authority’s valid
agreement or documents in approval of this Loan;


 


(6) Other required materials;


 


2.1.6 The Borrower [Wuhan Kingold Jewelry
Co., Ltd.] has issued the legal and effective resolutions of its internal authority about pledging and guaranteeing this Trust
Loan, and the Pledge Agreement of NT Trust 16-020-013-003 and Mortgage Agreement of NT Trust. 16-020-013-004 has taken effect and
guaranty procedures have been finished;


 


2.1.7 The Guarantors, Wuhan Vogue-Show
Jewelry Co., Inc. and Jia Zhihong (ID No: 420102196111133118) have taken the joint responsibilities for guarantee for this Trust
Loan, and the Agreements of Guaranty of NT Trust. 16-020-013-005 and NT Trust. 16-020-013-006 signed with Party A have taken effect.


 


2.1.8 The trustor obtains the proper insurance
policy;


 


2.1.9 The Borrower deposits the pledge
into the designated safe box in the keep of trustor and the insurance company;


 


2.1.10 Party B’s commitments in Article
11 are real and valid;


 


2.1.11 Party B has opened an account for
the Trust Loan as stipulated in Article 2.5;


 


2.1.12 Party B agrees to purchase the required
trust insurance fund and the subscription of The Entrusted Purchase Agreement of Trust Insurance Fund with Party A takes into force;


 


2.1.13 No any law amendment or enactment,
the new managing and supervision regulation issued by the department concerned that may cause the incapability of releasing the
Loan funds or performing the intention specified in this Agreement.


 


2.2 Loans under this
Agreement shall be issued by Party A in accordance with the following first 1):


 


1) The load funds of
each period shall be transferred to Party B’ s account mentioned above (hereinafter referred to as “Loan Account”,
see Article 2.5) after [5] business days by Party A upon the issuance of trustor’s Notice of Loan Grant along with the foregoing
conditions stipulated in 2.1 fulfilled . The first issuance of the Loan is RMB 20,000,000.00.


 


2) Party A shall transfer
the first Loan fund of RMB 20,000,000.00 to Party B’s Loan Account in [/] business days upon the performance of release conditions
stipulated in 2.1, the issuance of irrevocable Loan IOU by Party B and the Notice of Loan Grant by the trustor. Party A shall transfer
the second Loan fund of RMB 480,000,000.00 to Party B’s Loan Account in [5] business days after the circumstances of the
continuous performance of release conditions stipulated in 2.1, the payment of the first fund’s interest to the trust-special
account, the issuance of irrevocable “Loan IOU” to Party A and the “Notice of Loan Grant” by the trustor.


 


2.3 If the Article 2.2
chooses 1) for the issuance, the Loan issuance date is the day when Loan funds are actually distributed to the Loan account of
Party B. In principal, the day when the Loan funds are actually distributed to the Loan account of Party B should be as same as
the issuance date on the Loan IOU. If inconsistent, it is subject to the issuance date on the Loan IOU. The interest starting date
under this Agreement is the Loan issuance date.


 






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    Trust Loan Agreement


    

 


If Article 2.2 chooses
2) for the issuance, the Loan issuance date of each installment is the day when Loan funds of this installment are actually distributed
to the Loan account of Party B. In principal, the day when the Loan funds of each installment are actually distributed to the Loan
account of Party B should be as same as the issuance date on the corresponding Loan IOU. If inconsistent, it is subject to the
issuance date of this installment on the Loan IOU. The interest starting date of each installment is the Loan issuance date of
this installment.


 


2.4 Once a Loan has been
distributed to the Loan account of Party B, it is deemed that Party A has issued the Loan and Party B has borrowed the Loan.


 


2.5 Under this Agreement,
the Loan account that Party B receives the Trust Loan is as follows:


 


Opening Bank: Wuhan 4 Houhu Branch of the
China Construction Bank


 


Account Name: Wuhan Kingold Jewelry Co.,
Ltd.


 


Account No: 42050110242500000003


 


2.6 Party B shall draw
the Loan in accordance with the usage plan or application agreed or approved by Party A’s written consent. Unless the Lender
agreed in writing, the Borrower may not advance, postpone or cancel the withdrawal. During the Loan period, without the written
consent of Party A, Party B shall not cancel the Loan account.


  


Article 3 Interest
Settlement of Loan


 


3.1 The interest
of each Loan fund is yielded daily from the interest starting date specified in Article 2.3 under this Agreement in the payment
of the method of (5) as follows:


 


(1) Party B should pay Loan
interest every 6 months from the interest starting date. Interest settlement day is the corresponding day of
every 6 months from the interest starting date and the expiration date of the Loan.  Interest payment
date is the interest settlement date. If any payment day said above is not a business day, the payment will be automatically
postponed to the next business day. The Loan is cleared with the principal and interest at maturity. 


 


Interest calculation: 
Interest payable on each payment date = ∑ (principal amount of daily loan× / %/360), the computing interval of “∑”
is from the latest interest settlement date (including) to this interest settlement date of interest (excluding). The
last computing interval is the neighboring latest interest settlement date (including) to this interest settlement date
of interest (excluding).


 


(2) Each loan under this
Agreement is calculated separately. Within [ ] business days from the interest starting date of each loan,  [ ]
% of the principal should be paid as the first interest. The exact amount of the first interest of
each loan =  [ ] ; the rest interest of each loan is paid by Party B every  [ ]  (3/6/12) months. The
expiration date for interest of each loan is the corresponding day of every [ ] (3/6/12) months from the
interest starting date and the expiration date of the loan. Interest payment date is the very interest settlement
date. The loan is cleared with the principal and interest at maturity. If any payment day said above
is not a business day, the payment will be automatically postponed to the next business day.


 






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    Trust Loan Agreement


    

 


The rest interest payable
calculation: Interest payable of each loan on each payment date= ∑ (principal amount of daily loan of each loan× / [
] %/360), the computing interval of “∑”of each loan is from the latest interest settlement
date (including) to this interest settlement date (excluding). The first computing interval is from the interest starting date
of each loan to the first interest settlement date (including) for interest of each loan (excluding); the last computing interval
is from the neighboring latest interest settlement date (including) to this interest settlement date (excluding) or paid-off
day of the loan (excluding).


 


(3) Loan interest should
be paid by Party B every calendar season. The expiration date for interest is the last day of every calendar season, month [ ]
day, ( month [ ] day, month [ ] day, month [ ] day, month [ ] day), and maturity date of every loan. Interest payment date is the
every interest settlement date. The first value date is the end of every calendar season, month [ ] day. If any payment day said
above is not a business day, the payment will be automatically postponed to the next business day.


 


Interest payable of every
interest payment day = ∑ (principal amount of daily loan× /[ ] %/360), the computing interval of “∑”
is from the latest interest settlement date (including) to this interest settlement date of interest (excluding). The
first computing interval is from the interest starting date of each loan to the first interest settlement date (including) for
interest of each loan (excluding); the last computing interval is from the neighboring latest interest settlement date (including)
to this interest settlement date of interest (excluding) or paid-off day of the loan (excluding).


 


(4) Within [ / ] business
days from the interest starting date of each loan,  [/] % of the principal should be paid as the first interest. The specific amount of the first
interest of each loan =  [ ]; The rest interest of each loan is paid by Party B every calendar season. The expiration
date for interest of each loan is the last day of every calendar season month / [ ] day (March [ ] day,
June [ ] day, September [ ] day, and December [ ] day) and the expiration date of the loan. Interest payment
date is the very interest settlement date of interest. The end of the first calendar season of the interest starting
date month September [ ] day is the first interest settlement date of rest loan. If any payment day said above is not a business
day, it will be automatically postponed to the next business day.


 


The rest interest payable
calculation: Interest payable of each loan on each payment date = ∑ (principal amount of daily loan of each loan× / [
] %/360), the computing interval of “∑”of each loan is from the latest interest settlement
date (including) to this interest settlement date (excluding). The first computing interval is from the interest starting date
of each loan to the first interest settlement date (including) for interest of each loan (excluding); the last computing interval
is from the neighboring latest interest settlement date (including) to this interest settlement date of interest (excluding)
or paid-off day of the loan (excluding).


 


(5) Loan interest under
this Agreement is computed in two ways:


 


A. The interest of the
first loan and payment date:


 


The Borrower should pay
a one-off payment RMB 20,500,000 as the first interest within 3 business days from the disbursement date. The Borrower hereby confirms
that the interest of the first loan should not be limited to the actual Article of borrowing. The first loan should not be returned
as soon as the Lender receives it. And the Borrower should not claim any advocacy about the interest of the first loan to the Lender.


 


B. The interest of rest
loan and payment date:


 


The interest of rest
loan is calculated by rate 8%/2 every year, RMB 20,000,000, and should be paid on the corresponding day of 6 months from
the payment date of interest of the first loan. If the interest payment date is not a business day, it will be automatically
postponed to the next business day.


 


For interest recovery
of loan under this Agreement, Party A has the right to send Party B a notice of interest receivable 3 business days in advance.
Party B should ensure to pay Party A interest and/or principal according to the prescribed amount in the notice unconditionally
at the appointed time.


 






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    Trust Loan Agreement


    

 


3.2 After Party A receives
the interest paid by Party B, if Party B applies in writing for a receipt voucher provided by Party A, Party A should simply provide
Party B an interest revenue with special seal for finance according to its inner requirements as the receipt voucher which can
prove the receipt of interest paid by Party B.


 


Article 4 Loan principal
repayment


 


4.1 Unless otherwise agreed upon on this
Agreement, any agreement about repayment fund sources under any other contract with Party B as a party of it will not affect or
oppose obligations of principal and interest repayment under this Agreement.


 


4.2 Party B should pay off the principal
of loan before (including) maturity date, loan clearing with the principal and interests. Party B should repay principal of loan
according to the following (1) way:


 


(1) One-time principal repay. Party B should
pay off all loan principal before maturity date of loan.


 


(2) On the corresponding day of 
 months from the interest starting date, Party B should repay Party A principal   yuan, loan clearing with the principal
and interests. Party B should repay all the rest principal before maturity date of the loan, loan clearing with the principal and
interests.


 


(3) On the corresponding day of 
 months from the interest starting date of each loan, Party B should repay Party A principal [ ] ten thousand yuan of
each loan, loan clearing with the principal and interests. Party B should repay all the rest principal before maturity date of
the loan, loan clearing with the principal and interests.


 


(4) On the corresponding day of 
 months from the interest starting date of each loan, Party B should repay Party A principal   of each loan, loan clearing
with the principal and interests. Party B should repay all the rest principal before maturity date of each loan, loan clearing
with the principal and interests.


 


4.3 All the funds repaid by Party B including
capital and interest payment and penalty interest, compound interest, penalty due, compensation and all the other money repaid
to Party A under this Agreement in case of breaching by Party B, should be transferred into the following account appointed by
Party A:


 


Bank of Deposit: Beijing Jinshu Street
Branch of Industrial & Commercial Bank of China


 


Account title: National Trust Co., Ltd.


 


Account number: 0200 2914 1920 0049 921


 


4.4 If there is any prepayment by Party
B according to provisions of this Agreement, Party B should supply Party A a written application  15  days in advance. The
prepayment should be paid after Party A provides a written consent, unless otherwise provided hereunder.


 






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    Trust Loan Agreement


    

 


Article 5 Guarantee
measures


 


5.1 The way of loan guarantee
under this Agreement:


 


The Borrower Wuhan
Kingold Jewelry Co., Ltd. provides pledge and mortgage guarantees for the Trust Loan under this Agreement, and signed Pledge
Contract NT16-020-013-003 and Mortgage Contract NT 16-020-013-004 with Party A. Particulars shall be subject to the approval regulars
in the Pledge Contract NT16-020-013-003 and Mortgage Contract NT 16-020-013-004.


 


Guarantors, Wuhan Vogue-Show
Jewelry Co., Inc. and Jia Zhihong (ID No: 420102196111133118) will provide joint guaranty for Trust Loan under this Agreement,
and signed Contract of Guaranty No.16-020-013-005 and Contract of Guaranty No. 16-020-013-006. Particulars shall be subject to
the approval regulars in the contract of guaranty.


 


5.2 Party B has the obligation
to prompt the pledger, mortgager and guarantor to sign relevant contracts of guaranty about concrete matters of this Agreement.
Guaranty issues shall be subject to the approval regulars in the contract of guaranty.


 


5.3 In case of value
decline, damage or destruction happens to the collateral, Party A has the right to request Party B or designated third party to
provide further collateral.


 


5.4 If there are two
or more than two ways of guaranty under this Agreement, Party A has the right to choose one or some of them to implement its security
interest. And whether one or some ways Party A choose shall not impact or exclude any other right of Party A committed in the contract
of guaranty. Unless Party A claims in writing, in any way Party A does not exercise, partially exercise and/or delay in exercising
any of its guaranty rights will not commit abdication or partial abdication of above-mentioned right, and will not affect, prevent
or interfere with the continue of the right or exercise of any other right.


 


Article 6 Repayment
Order


 


6.1 If the total amount
repaid by Party B is lower than the total amount of payables on the term day according to this Agreement, this is the order of
payables:


 


6.1.1 Fees, compensation,
penal sum according to law or this Agreement;


 


6.1.2 Default interest,
compound interest;


 


6.1.3 Interest payable;


 






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    Trust Loan Agreement


    

 


6.1.4 Principle payable.


 


6.2 If the fund repaid
by Party B is insufficient for the total amount in one order, the repayment should be paid by the actual payment order, and the
simultaneous payments should be paid according to the fund percentage.


 


Article 7 Acceleration
of Maturity of Loan


 


7.1 Party B apply for
prepayment according to this Agreement, Party B can partial or total repay with Party A's written consent, unless otherwise provided
hereunder.


 


7.2
In one of the following circumstances, Party A has the right to announce acceleration of maturity of the loan or/and terminate
the loans not issued under this Agreement. And Party A has the right to notice Party B in written to repay in advance and repay
all the owed under this Agreement, which includes but is not limited to the loan principal, interest and other payments. And under
such conditions Party B will be deemed default, and Party A has the right to take actions against Party B's breach.


 


7.2.1 Party B does not
withdraw funds in the prescribed way or does not use the loan funds in the way prescribed in clause 1.4 under this Agreement;


 


7.2.2
Party B does not abide by the promises, or the application documents and formalities provided for the loan is false;


 


7.2.3 Party B suspends
business passively or actively;


 


7.2.4 There
are major operational errors or financial status changes that Party A recognizes may influence the safety of the loan;


 


7.2.5  Party
B receives major administrative sanctions, judicial sanctions due to illegal business behavior;


 


7.2.6 Equity transfer
that can influence the repayment capability happens to Party B, and Party B does not notify Party A in advance or inform but does
not get Party A's written consent;


 


7.2.7 Division, merger,
liquidation, reorganization, cancellation, declared bankrupt, dissolved, or any other events that may affect the situation of Loan
security happens to Party B;


 


7.2.8 Party B does not
repay on time any of the principal or interest under this Agreement;


 


7.2.9 Party B diverts
loans;


 


7.2.10 Party B commits
breach of contract signed with Party A or any other third party about other loans, credits and debts;


 






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    Trust Loan Agreement


    

 


7.2.11 Any account Party
B opened in the bank is closed, frozen, deducted or under other enforcement measures or execution measures by law, and Party A
recognizes that has affected Party B's ability to repay;


 


7.2.12 Party B’s
fund is closed, frozen, deducted by the court (the arbitration organization) or under enforcement measures due to gross debt dispute
sued (arbitrated) by other creditors;


 


7.2.13 Party B does not
subscribe trust industry security funds according to the request of Party A;


 


7.2.14  Party B
violates other clauses of this Agreement;


 


7.2.15 Other circumstances
Party A recognizes as affecting the safety of the Loan happens to Party B.


 


7.3 If Party B repays
all or part of the Loan under this Agreement in advance without the prior written consent of Party A, Party A shall be entitled
to request Party B to repay the full principal and interest of the Loan under this Agreement.


 


7.4 If prepayment situations
prescribed in clause 7.1 occur, the interest of the prepayment shall be computed by rate according to this Agreement and calculated
by the actual survival days. The interest Party A has charged will not be returned.


 


If situations prescribed
in clause 7.2 and 7.3 occur, the interest of the Loan is computed by the rate according to this Agreement and the interest period
is counted to the maturity date of Loan under the agreement. Party B should also pay Party A principal, penalty interest, compound
interest, liquidated damages, compensations, etc. according to this Agreement.


 


7.5 Party
B irrevocably agrees that Party A is entitled to request Party B to repay all debts payable in advance according to the requirements
of the client. If Party A hereby announces the Loan is due in advance, Party B shall repay all the debts under this Agreement according
to the requirements of Party A.


 


Article 8 Information
Disclosure


 


8.1
Party B should disclosure relevant information to Party A in time according to the following requirements:


 


8.1.1
During Trust Loan period under this Agreement, Party B should submit the full set of financial report of last quarter 
/  business days before  /  month 
 /  day each year; submit the full set of financial report of first half
year before  /  month  /  day each year; submit a
full set of financial statements (including balance sheet, income statement, the cash flow statement and audit report) of last
fiscal year of public accountants audit before  /  month  / 
day each year


 






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    Trust Loan Agreement


    

 


8.1.2
If there is any changes about Party B such as change of enterprise name, domicile, registered capital, business scope, company
type, company's articles of association, a third party capital increase and the change of equity structure, or a significant change
in terms of finance, management, a written notice should be sent to Party A  10  working days in advance, and relevant materials
should be sent to Party A as record after the completion of the relevant changes. If major changes happen to Party B's legal representative
or financial director, a written notice should be sent to Party A  10  working days after the changes.


 


8.1.3 Party
A is entitled to require Party B to provide the important dynamic information of Loan funds usage at any time, and Party B should
provide in time.


 


Article 9 Loan Usage
Regulation


 


9.1
After the Trust Loan is paid, Party A has the right to check the usage of the Trust Loan under this Agreement. Party B should submit
written reports about the usage of the Loan under this Agreement and corresponding certificates of usage of the funds according
to the request of Party A, which includes but is not limited to contracts, invoices, etc.; Party A can check the usage of Loan
on spot, and Party B should actively cooperate with Party A and provide related information according to the requirements of Party
A.


 


9.2 The content Party
A shall check includes but is not limited to:


 


9.2.1
Whether the use of the Loan has been changed, whether used in land consolidation, whether invested into the securities trading,
futures trading, risk investment and other fields that laws and regulations and financial regulations prohibit;


 


9.2.2
The operation situation and performance of Party B is good or not; whether there is any major accident; whether involved in significant
litigation that seriously influences ability of repayment; 


 


9.2.3
Other conditions that Party A recognizes need to be checked.


 


9.3
In the process of inspection, if Party A finds out Party B does not use the Loan according to the purposes agreed upon in this
Agreement, Party A has the right to take the following actions: including but not limited to announcing the Loan is due in advance,
collecting penalty interest, requesting Party B to correct within a time limit, etc. and requesting Party B to take liability of
breaches.


 


Article 10 The Representations
and Warranties of Lender/Party A


 


10.1 The Lender is a
lawfully established trust company;


 






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10.2
All the internal authorization procedures of the Lender needed for the signing of this Agreement has been completed. The signing
of this Agreement is done by an effective authorized representative of the Lender, and once the contract comes into force it is
legally binding on the Lender;


 


10.3
The Loan under this Agreement is granted from trust fund by the Lender according to the regulation of the Trust Contract.


 


Article 11 The Representations
and Warranties of the Borrower/Party B


 


11.1
Party B is a legal body of enterprise which is incorporated and validly existing in the administrative department for industry
and commerce in accordance with the law. Party B holds a valid business license, has the ability to maintain good operating conditions,
has the right to operate business related to Loan usage under this Agreement, and also has the right to sign and perform this Agreement;


 


11.2
All the necessary authorization procedures for the signing of this Agreement by Party B have been completed. Party B has the approval
and authorization of the transaction from the examination and approval authorities which have such rights. The signing of this
Agreement is done by an effective authorized representative of Party B, and once the Agreement comes into force it is legally binding
on Party B;


 


11.3
All documents provided by Party B are ensured true, accurate, legal and effective, and the submitted copies are consistent with
the original;


 


11.4
The financial statements provided by Party B to Party A are based on the current effective laws, regulations and accepted accounting
principles, and accurately reflect the real financial situation of Party B of the year;


 


11.5
The signing of this Agreement by Party B does not violate any other agreement, administrative regulations or the articles
of association made by Party B, and has no conflict of legal or business interest with other agreements administrative regulations
or the articles of association made by Party B;


 


11.6
Party B does not conceal any situation happened or happening that may affect the performance of the Agreement, including but not
limited to:


 


(1)
Serious disciplinary violations, illegal events or claims related to its main leader/master;


 


(2)
The major events of default under any other contract;


 


(3) The
debt, contingent liabilities, or provided guarantee, mortgage guarantee to a third person;


 


(4) Significant
pending litigation, arbitration cases;


 






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    Trust Loan Agreement


    

 


(5) Other
events that may seriously affect its financial position and solvency;


 


11.7 Party B approves
that Party A checks its credit status via credit database established under
the approval of The People’s Bank of China and the competent department of credit investigation
or related organizations or departments. And Party B also approves that Party A provides its information for credit
database established under the approval of The People’s Bank of China and the competent
department of credit investigation; Party B agrees that Party A
can reasonably use and disclose the information of Party B for business need;


 


11.8
The above representations and warranties are effective before all debts owed under this Agreement are completed.


 


Article 12
The Rights and Obligations of Party A


 


12.1
Shall have the right to require Party B to provide all the information related to the Loan;


 


12.2
Should abide by the contract, grant the Trust Loan to the Borrower according to the agreed time limit, the amount and interest
rate (unless the delay is caused by the Borrower);


 


12.3
Shall have the right to request Party B to fully repay the Loan principal and interest on schedule;


 


12.4
Shall have the right to know the production and business operation, financial activities and operating and repayment plan of Party
B;


 


12.5
Shall have the right to supervise the Borrower to use Loan under this Agreement,
supervise and inspect the capital usage, business development and company management of the Borrower, require the Borrower provides
explanation for related problems, and require the Borrower to correct the use from defaults that exist in the capital usage; shall
have the right to take the necessary legal, economic, administrative and other means to safeguard the legitimate rights and interests
of itself once the Borrower escapes from the Lender’s supervision, does not pay principal and interest, or commit other breaches;


 


12.6 Shall
have the right to require Party B to repay Loan in advance or stop paying the Loan according to the requirements of this Agreement;


 


12.7 Once property
right transfer, system change, creditor's rights and debts transfer or other behaviors that may affect the Loan security happens
to Party B, Party A has the right to require Party B to pay off the principal and interest of Loan and other related fees under
this Agreement immediately, or transfer all the debt under this Agreement to an assignee which is accepted by Party A, or provide
new security measures accepted by Party A; 


 






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    Trust Loan Agreement


    

 


12.8 If the Borrower
fails to repay the principal and interest of Loan or other payments on
schedule according to this Agreement, Party A has the right to exercise its guarantee rights;


 


12.9
Shall have the right to transfer the Loan under this Agreement to a third party at any time according to the instructions of the
client; 


 


12.10
Shall keep Party B's debt, financial, production, operating situation confidential, but the ones that are required disclosure according
to laws, administrative regulations, rules or national reserves are excepted;


 


12.11 During the safekeeping
period of the pledge of the client, the dynamic loan-to-value ratio shall
be controlled within 75%. If the market price of the pledge falls by 5% within the investment period, Party A shall have the right
to require Party B to cover positions immediately or to repay part of the Loan to meet the 75% dynamic loan-to-value ratio. If
Party B fails to cover on or repay the Loan within a prescribed period of time, Party A has the right to terminate the contract
in advance or dispose the pledge;


 


12.12
Party B should make quality insurance for the pledge. The insurance clause shall be determined via negotiation between Party A
and Party B. Two months before the expiry of the insurance, Party B should make renewal insurance for the pledge. If Party B fails
to make the renewal insurance in time, it will be deemed defaulted and Party A shall have the right to terminate the contract in
advance and require Party B to repay the principal and interest.


 


12.13
Performing other rights and obligations according to the laws and regulations and other clauses of this Agreement.


 


Article 13 The Rights and Obligations
of Party B


 


13.1 Party B is entitled to withdraw and
use all the Loan in accordance with this Agreement;


 


13.2 Party B Shall provide documents and
materials required by Party A and cooperate with Party A to perform loan investigation, examination and inspection as well as payment
administration for loan fund and after-loan administration;


 


13.3 Party B shall accept the supervision
and inspection of Party A on the usage of Loan fund, related business production and operation and its financial activities;


 


13.4 The Borrower shall spend the loan
fund under this Agreement on items pursuant to this Agreement and no unwarranted diversion of fund is allowed. The Borrower shall
promise to spend acquired fund on fields that adhere to the laws and regulations and are consistent with the policy orientation
for industries instead of on fields that are prohibited by laws of China or are strictly restricted by recent macro-control policies
of China. The means of capital employing shall not violate other laws and regulations and provisions of national policies and the
introduction of loan fund spending and payment document shall be submitted faithfully;


 






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    Trust Loan Agreement


    

 


13.5 The principal and interests of Loan
shall be paid in full and in due course in accordance with the Agreement;


 


13.6 All or partial transference of debt
under this Agreement to a third party shall be subject to the prior written approval of Party A;


 


13.7 The transference and other treatments
of the operational assets by the Borrower, which occupies over 30% of the total assets listed in recent financial reports,
shall be subject to the prior written approval of the Lender;


 


13.8 Where the change of property rights
and mechanism change are involved (including but not just confined to merger, division, reorganization, shares transference, assets
reduction and other aspects), the Borrower shall submit relevant changing plans to the Lender for written approval at least 15
working days in advance, given that the Borrowers are subject to the listed company who are entitled to expose information, the
Borrowers shall not perform above actions. Above change plans shall not damage the legal rights and interests of the Lender pursuant
to this Agreement;


 


13.9 The transference, pledge, offset or
other treatment of its major creditor’s right to a third party (the debt capital is larger than or equal to RMB 10,000,000),
by the Borrower shall be subject to the prior written agreement of the Lender;


 


13.10 The Borrower shall not sign any agreements
or documents that may damage the interests of the Lender or perform any activities that may damage the interests of the Lender;


 


13.11 The Borrower shall cooperate with
the Lender to acknowledge and inspect the usage status of Loan fund ,the development of loan business, major business operation
of the company and other business affairs and are obliged to provide relevant materials for the Lender;


 


13.12 The Borrower shall cooperate with
Lender with respect to credit rating and credit investigation on Borrower himself and shall offer relevant authentic materials
as the requirement of the Lender;


 


13.13 Where the accumulative capital guaranteed
by the Borrower for a third party exceeds 50% of the net assets listed in recent annual financial report, prior written
approval by the Lender shall be applied;


 


13.14 If the guarantee capability of the
guarantor declines so much that affect the Loan security, the Borrower shall issue notice to the Lender in time and pay the security
bonds in full within the term required by the Lender;


 






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    Trust Loan Agreement


    

 


13.15 If the value of the guaranty declines
so much that affect the security of the Loan, the Borrower shall issue notice to the Lender and take necessary measures as required
by the Lender;


 


13.16 Where the net profit after tax in
relevant accounting year is zero or minus, or net profit after tax is not enough to compensate for accumulative loss of previous
accounting year, or profit before tax that is not used to pay the principal, interests, and costs of this accounting year, or profit
before tax is not enough to pay the principal, the interests and the costs of next term in full, the Borrower shall not distribute
share interests and bonus to shareholders in any form;


 


13.17 Within the term of validity of this
Agreement, if the Borrower is forced to stop production, close business temporarily, cancel registration, revoke business license,
or the legal representatives or main principal take part in illegal activities or get involved in major litigious activities, or
its business production and operation is subject to serious predicament or deteriorating financials, the Lender shall be issued
written notice and put the full payment of the debt and guaranty into practice pursuant to this Agreement as required by the Lender;


 


13.18 The Party B shall perform other rights
and obligations pursuant to the relevant laws and regulations and the provisions of this Agreement.


 


Article 14 Term of Cost


 


14.1 The Party B shall be responsible for
the payment of reasonable expenses pursuant to this Agreement, including but not just confined to the cost of notarization, authentication,
appraisal, registration and other costs.


 


14.2 If the Party B is unable to pay back
the principal and interests of the Loan, which leads to the cost generated by the collection of debt by Party A including but not
confined to the expenses for public notice, delivery and authentication, attorney fee, court cost, travel expenditure, appraisal
fee, auction fee, property security fee, mandatory execution fee, and other cost spent to actualize the creditor’s right,
the Party B shall be responsible for all above fees.


 


Article 15 The Default Incidents and
the Liability of the Lender for Default


 


15.1 If the Lender violates the provisions
of the contract without any justified reasons, the Borrower has right to require the Lender to correct its behaviors within limited
terms. The Borrower has right to claim compensation for its loss caused by such default.


 


15.2 Where the Lender’s incapability
of issuing the Loan is caused by the unavailability of established trust and is at request of supervision department, the Lender
shall not be liable to any default.


 






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    Trust Loan Agreement


    

 


Article 16 The Default Incidents and
the Liability of the Lender for Default


 


16.1 The default incidents of Borrower
include


 


(1) The Borrower fails to provide true,
integral, and validate financial report, information business production and operation state and other relevant materials;


 


(2) The Borrower fails to use the Loan
according to agreed usage;


 


(3) The Borrower fails to pay back the
principal and interests within agreed terms;


 


(4) The Borrower refuses or inhibits the
Lender to supervise and inspect the spending state of loan fund;


 


(5)The Borrower transfer assets and secretly
withdraw funds to evade debts;


 


(6)The operation and financial sate of
the Borrower continues to deteriorate, or the Borrower gets involved in major litigation or arbitration procedure and other legal
conflicts, which have or may affect or damage the rights and interests of the Lender pursuant to this Agreement;


 


(7) Other debts of the Borrower have already
or may affect or damage its capability of fulfilling its liabilities for the Lender under this Agreement;


 


(8) Within the term of validity, the Borrower
changes the business pattern and the operation mechanism including contracting, lease, merger, joint capital, division, joint operation,
and shareholding reform, which have already or may affect the interests of the Lender pursuant to this Agreement;


 


(9) Violates the Representations and Warranties
of the Borrower;


 


(10) Following accidents happen to guaranty,
which endanger the security of the creditors’ right under this Agreement: (i) the value of guaranty declines obviously; (ii)
the guaranty is seal up, detained, auctioned, supervised by administrative authority or involved in ownership conflict; (iii) the
pledger violates any agreement of the pledge contract or any fault, mistakes, and omission exist in the guaranteed matters; (iv)
other situations that endanger the actualization of the warranty of guarantors;


 


(11) The guaranty (all or part) is not
established, has not come into effect and is void, revoked or dismissed, the guarantor violates or clearly express or express with
its behavior not to perform any guarantee liability, the value of guaranty declines and other situations that endangers the security
of creditor’s right pursuant to this Agreement;


 






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    Trust Loan Agreement


    

 


(12) Where pledge used
as guaranty, if the dynamic pledge rate is over 75%, and the Borrower fails to compensate or pay back the borrowings in time;


 


(13) With respect to the pledge as guaranty,
the Borrower fails to insure as required or fails to renew insurance before the expiration date of the insurance;


 


(14) Other situations that affect the actualization
of creditors’ right on part of the Lender;


 


(15) The Lender fails to subscribe the
security fund of trust institution in accordance with the requirement of the Lender;


 


(16) The Borrower violates other agreement
of the contract.


 


16.2 If the Borrower fails to issue Loan
IOU and submit other materials required by the Lender to apply for loan issuance, the Borrower shall pay RMB 50,000 as compensation
to the Lender before the termination of this Agreement.


 


16.3 If any defaults listed in Article
16.1 occur, the Lender has the right to exercise following one or several actions:


 


(1)Stopping issuing Loan, claiming that
all or part of its Loan become due and requiring the Borrower pay back all the principals pursuant to this Agreement and interests
of the Loan calculated in light of the agreed interests rate and Loan term in accordance with the contract;


 


(2)If any situations listed in above (2)
and (3) in Article 16.1 happens to Borrower, the Lender has the right to claim default penalty in accordance with 0.1% of
all the loan fund;


 


(3)If the Borrower fails to pay the principal
and interests of Trust Loan (including the principal and interests of Loan claimed by the Lender who advances the expiration date
of all or part of the Loan) in full before the due date, the Lender has the right to require Borrower to pay in full in limited
term; if the Borrower fails to pay the principal and interests required to be paid in limited term, the Lender has the right to
charge penalty interests per day in accordance with the penalty interests rate (the real annual interests rate of this Loan has
risen by 50%, that is, the overdue penalty interests rate =the real annual interests rate of this Loan in overdue date ×
150%) since the overdue date until the full payment of the trust principal and interests; As for the interests that is required
to be paid in accordance with this Agreement, the Lender may charge interests in overdue date in accordance with the interests
rate that has risen by 50% than previous interest rate until the interests is paid in full.


 






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(4)If the Borrower diverts and embezzles
the Loan under this Agreement, the Lender has the right to withdraw all the Trust Loan in advance, and has the right to charge
penalty interests per day for the principal and interests of Trust Loan in accordance with the penalty interests rate (the real
annual interests rate of this Loan has risen by 100%, that is, the diversion penalty interests = the real annual interests
of Loan in diversion date × 200%) since the date of diversion until the date of full payment of Trust Loan principal and
interests. If the diversion of Loan fund and late payment of principal and interests of Loan pursuant to this Agreement all happen
to Borrowers, the Borrower shall be charged with higher penalty interests instead of being imposed on together.


 


(5)The Lender requires the Borrower to
correct its default in limited term.


 


(6)The Lender may exercise the power of
guarantee.


 


16.4 If the litigation and arbitration
is caused by the Borrower, the Borrower shall be responsible for the expenses spent by the Lender on litigation and arbitration
as well as the employment of attorney;


 


16.5 If the default penalty charged by
the Lender in accordance with proceeding agreement is not enough to compensate for the damage loss of the Lender(including the
direct and indirect loss), the Lender has the right to claim damage loss to the Borrower.


 


Article 17 Tolerance
and the Divisibility of the Clause


 


17.1 Within the validity
period of the contract, any tolerance, grace or delay in the exercise and not exercising rights under the contract given by the
Lender to the Borrower for any default of the Borrower, is without prejudice to and does not affect or restrict the Lender to enjoy
all interests that are in accordance with the provisions of this Agreement and relevant laws. It shall not be deemed as a permission
given by the Lender for any default and it shall not be deemed as that the Lender has given up to take legal actions in respect
of any default, while it shall not be also regarded as that the Lender has given up rights and interests under this Agreement,
and it shall not affect the Borrower to bear any obligation under this Agreement.


 


17.2 The rights, benefits
and remedies as agreed upon in this Agreement are cumulative and may be exercised at the same time or separately. It will also
not exclude any other rights, interests and remedies prescribed by law.


 


17.3 If any provisions
of this Agreement declared invalid, the validity of any others will not be affected.


 


Article 18 Confidentiality


 


18.1 The two parties
shall be responsible for the confidentiality of this Agreement and the matters relating to it. Without the written consent of the
opposite party, either party shall not disclose any of the relevant matters of this Agreement to any other person unrelated to
it. But disclosures of the following circumstances are exceptional:


 






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    Trust Loan Agreement


    

 


1)The Lender, performing
the information disclosure obligation prescribed by laws or trust documents, discloses the information to the clients and the beneficiary.


 


2)Disclose the information
to auditors, lawyers and other staff members commissioned in the normal business, with the premise that such staff must bear the
confidentiality obligations of information related to this Agreement and obtained in the above work.


 


3)The information
and documents can be obtained by public ways or the disclosure of the information is required by laws and regulations.


 


4)Disclose the information
related to the contract to the court or in accordance with the requirements of the disclosure procedure or similar procedure, or
in accordance with the legal procedures adopted.


 


5)Disclose the information
to the financial regulatory agencies according to their requirements.


 


6)Disclose the information
to assignees or potential transferees as a result of the Lender's disposal of the Loan.


 


18.2 The provisions of
this article shall be still effective after the termination of this Agreement.


 


Article 19 Change,
Dissolution and Termination of the Agreement


 


19.1 Except as otherwise
agreed upon in this Agreement, either party must not unilaterally modify or terminate the Agreement after it being in force. Modifications
or changes to the contract must be agreed upon by both the Lender and the Borrower and a written agreement shall be reached.


 


19.2 The Borrower hereby
agrees that the Lender has the right to transfer all or part of the rights under this Agreement to a third party without the consent
of the Borrower, but the Lender shall notify the Borrower of the above assignment in a timely manner. Without the written consent
of the Lender, the Borrower shall not transfer obligations under this Agreement to a third party.


 


19.3 If the changes of
national laws, regulations, rules or policies result in all or part of the terms of the contract no longer meeting their requirements,
both the Lender and the Borrower shall make timely consultation and amend the relevant provisions as soon as possible.


 


19.4 Due to force majeure,
the two parties who cannot perform the agreement shall notify the other party in time and take effective measures to prevent loss.
The party suffering from the force majeure shall provide details to the other party and proof documents issued by the relevant
government departments about the occurrence and influence in  15  business days after the incident. The two parties should
promptly negotiate to find a solution.


 






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    Trust Loan Agreement


    

 


19.5 When the trust is
not established, the Lender has the right to terminate this Agreement and has no need to assume responsibility for the breach of
the contract. If the trust does not set up because that the Borrower does not provide relevant pre Loan review information timely,
the guarantor does not handle the relevant security procedures in time and other reasons, the Lender has the right to require the
Borrower and the guarantor to bear the damage compensation.


 


Article 20 Notification


 


20.1 Notification and
Delivery


 


20.1.1 Notice or other
correspondence sent by either party to the opposite party (hereinafter referred to as the "correspondence") should be
sent out by hand delivery, courier, registered letter or fax according to the contact of the opposite party recorded on the contract.
The delivery goes into force under the following conditions:


 


1)Delivered by hand,
the delivery date is deemed to be served.


 


2)Issued by courier
or registered letter, the date of receipt of the recipient is deemed to be served.


 


3)If the recipient
did not sign or rejected, the date of the third working days counting from the date recorded on the sending document or on the
registered mail receipt is deemed to be served. The sending document or the registered mail receipt is held by the party who has
sent the notice.


 


4)Issued by fax,
the confirmation of receipt sent by the sending party after receiving the fax is deemed to be served.


 


5)Using the above
several ways at the same time, the fastest that reaches to the receiver is deemed to be the standard.


 


20.1.2 The contacts confirmed
by the two sides are as follows:


 


Party A: The National Trust Co., Ltd.


 


Contacts: Zhang Lei


 


Address: No. 1, No. 18 yard, An Wai West
Riverside Road, Dongcheng District, Beijing


 


Postal Code: 100011


 






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    Trust Loan Agreement


    

 


Telephone: 029-86265402


 


Fax: 029-86265402


 


Party B: Wuhan Kingold Jewelry Co., Ltd.


 


Contacts: Huang Yi


 


Address: Te No. 15, the River Economic
Development Zone, Wuhan


 


Postal Code: 430023


 


Telephone: 027-65694977


 


Fax: 027-65694977


 


20.1.3 If the contact
information (including contact or contact method) stated in this Agreement has changed, the changed party shall notify the other
party in writing within 5 days after the change.


 


Article 21 Applicable
Law and Dispute Resolution


 


21.1 Matters, including
conclusion, effectiveness, performance, interpretation, amendment and termination of the contract, shall apply to laws of the People’s
Republic of China (for the purpose of the Agreement, not including laws of the Hong Kong Special Administrative Region, the Macao
Special Administrative Region and Taiwan region).


 


21.2 The two parties
shall consult or mediate disputes aroused in the performance of this Agreement. While if negotiation or mediation fails, legal
proceedings shall be instituted to the people's court with jurisdiction in this Agreement signing region.


 


21.3 In the course of
the proceedings, the two parties shall continue to perform the obligations of other parts in addition to the matters that are disputed
by them.


 


Article 22 Effective
Conditions and Failure Conditions of the Loan Contract


 


22.1 This Agreement comes
into force from the day when it is signed or sealed by the legal representative of Party A and Party B or signed by the authorized
representative, and also stamped with the seal of both parties;


 


22.2 This Agreement shall
lose effectiveness when satisfies one of the following conditions:


 


22.1.1 Party B has settled
completely all the principal and interest and other expenses under the contract.


 


22.1.2 Party A decides
to terminate the contract with the instructions of the principal, which shall also be in accordance with the conditions of the
contract;


 






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    Trust Loan Agreement


    

 


Article 23 Other
Matters Stipulated by Party A and Party B


 


23.1 According to the
Administrative Measures of the Trust Industry Security Fund made by the China Banking Regulatory Commission and related regulatory
policies, Party B shall entrust Party A to subscribe trust industry security fund. Party B should sign the subscription agreement
of the trust industry security fund according to the requirements of Party A on the day of signing this Agreement. Party B shall
subscribe the Fund with fully amount, timely and also according to the contract. The subscription amount is 1% of the Loan funds
that Party A has paid to Party B.


 


23.2 Matters, uncovered
in this Agreement, shall be negotiated by both the Lender and the Borrower, or shall be performed according to the provisions of
relevant laws and regulations of the state. If no provision has been made, the two parties may reach a written supplementary agreement
annex to this Agreement, which shall have the same legal effect as this Agreement.


 


23.3 This Agreement is
in  8  copies. Both sides of Party A and Party B hold 2  copies separately, and the remaining copies shall be used
for handling related procedures, with each copy having the same legal effect.


 


Special Notice:
All the terms and conditions of this Agreement have been fully negotiated by both parties. Texts in print have equal effect to
Texts in handwritten. The Borrower shall ensure that full attention has been paid to the clause under this Agreement which exempts
and restricts the responsibility of the Lender and which agrees on obligations of the Borrower, and there is no objection to the
understandings of all the terms and conditions of this Agreement.


 


(There is no text below)


 




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(This is signature page
with number "NT 16-020-013-002" of the "Trust Loan Agreement", no text)


 


	Party A:  Wuhan Kingold Jewelry Co., Ltd.	Party B: The National Trust Ltd.
	Legal representative:	Legal representative:
	Or Authorized representative (signature or seal):	Or Authorized representative (signature or seal):
	Signing date: April 26, 2016	 
	Place of signing: [Chaoyang District, Beijing]	 


 


 



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