de SEGUROS, S.A. (THE "BENEFICIARY") AS HOLDER OF THAT
CERTAIN 6.0% SENIOR SECURED CONVERTIBLE NOTE DUE 2018 ("NOTE") PURSUANT TO THAT
CERTAIN CONVERTIBLE NOTE PURCHASE AGREEMENT DATED AS OF __________, 2015 BETWEEN
KINGOLD JEWELRY, INC. (THE "APPLICANT") AND THE BENEFICIARY (AS THE SAME HAS
BEEN AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, THE "NOTE PURCHASE
AGREEMENT"), FOR THE ACCOUNT OF THE APPLICANT.
THIS LETTER OF CREDIT IS AVAILABLE WITH [ISSUING BANK], [INSERT ADDRESS]1
AGAINST THE PRESENTATION OF:
1.BENEFICIARY'S SIGNED CERTIFICATE IN THE FORM OF ANNEX "B" (THE "DRAWING
CERTIFICATE").
2.ORIGINAL OF THIS LETTER OF CREDIT AND ANY AMENDMENTS.
THIS LETTER OF CREDIT IS SUBJECT TO MULTIPLE DRAWINGS AND IS SUBJECT TO THE
REDUCTION OF THE MAXIMUM AMOUNT DRAWABLE HEREUNDER FROM TIME TO TIME.
THIS LETTER OF CREDIT IS VALID THROUGH AND INCLUDING___________ 2(THE
"EXPIRATION DATE").
THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) TO ANY
AFFILIATE OF FOSUN INTERNATIONAL LIMITED UPON AT LEAST __ DAYS OF PRIOR WRITTEN
NOTICE, AND BY DELIVERY TO THE ISSUING BANK OF YOUR DULY COMPLETED AND SIGNED
REQUEST FOR TRANSFER IN THE FORM OF ANNEX "A." UPON SUCH DELIVERY, THE ISSUING
BANK SHALL FORTHWITH TRANSFER THIS STANDBY LETTER OF CREDIT IN FAVOR OF SUCH
TRANSFEREE.
IN CASE OF ANY TRANSFER UNDER THIS LETTER OF CREDIT, ANY DRAFT AND/OR REQUIRED
STATEMENT REQUIRED FOR DRAWING HEREUNDER MUST BE EXECUTED BY THE TRANSFEREE.
ALL BANKING CHARGES, INCLUDING TRANSFER CHARGES ARE FOR THE ACCOUNT OF THE
APPLICANT.
PAYMENT AGAINST CONFORMING DOCUMENTS PROPERLY PRESENTED UNDER THIS LETTER OF
CREDIT PRIOR TO 3:00 P.M. (HONG KONG TIME) ON ANY BANKING DAY ON OR PRIOR TO THE
EXPIRATION DATE SHALL BE MADE IN UNITED STATES DOLLARS, BY WIRE TRANSFER IN
IMMEDIATELY AVAILABLE FUNDS, TO ONE SPECIFIC ACCOUNT SPECIFIED BY THE
BENEFICIARY AT THE TIME OF DRAWING NOT LATER THAN 2:00 P.M. (HONG KONG TIME) ON
THE THIRD SUCCEEDING BANKING DAY.
FOR PURPOSES HEREOF, "BANKING DAY" MEANS ANY DAY OTHER THAN SATURDAY OR SUNDAY
OR A DAY ON WHICH COMMERCIAL BANKS ARE REQUIRED OR AUTHORIZED TO BE CLOSED IN
HONG KONG.
ANY NOTICE TO THE BENEFICIARY IN CONNECTION WITH THIS LETTER OF CREDIT SHALL BE
IN WRITING AND SHALL BE DELIVERED BY OVERNIGHT COURIER SERVICE, OR BY REGISTERED
MAIL (RETURN RECEIPT REQUESTED), TO BENEFICIARY AT THE ADDRESS STATED
HEREINABOVE OR SUCH OTHER ADDRESS AS MAY BE AMENDED.
1 A Hong Kong / United States address is required.
2 Not to expire earlier than the expiration date of the Note.
ALL CORRESPONDENCE WITH THE ISSUING BANK AND ANY DRAWINGS IN CONNECTION WITH
THIS LETTER OF CREDIT MUST ONLY BE PRESENTED TO [NAME OF BANK] [INSERT ADDRESS]
OR ITS SUCCESSOR.
THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998,
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 ("ISP98") AND, TO THE
EXTENT NOT INCONSISTENT THEREWITH, THE UNIFORM COMMERCIAL CODE OF THE STATE OF
NEW YORK.
[NAME OF BANK]
IRREVOCABLE STANDBY LETTER OF CREDIT NO.________________
ANNEX "A"
REQUEST FOR TRANSFER
TO:[NAME OF BANK]
RE:[NAME OF BANK] IRREVOCABLE STANDBY LETTER OF CREDIT