EXHIBIT 10.01
English translation for convenience
purposes only
Acquisition
Agreement
Party
A: Wuhan Kingold Jewelry Co., Ltd.
Registered
Address: No.15, Huangpu Science and Technology Park, Jiangan District
Legal
Representative:
Zhihong Jia
Party
B: Wuhan Wansheng House Purchasing Limited
Registered
Address: No.33, Building 8, Libeiyi Village, Qiaokou District
Legal
Representative
: Yumei Chen
Party
C: Wuhan Huayuan Science and Technology Development Limited Company
Registered
Address: No.8, Hanhuang Road, Jiangan District, Wuhan City
Legal
Representative:
Huafeng Li
Whereas,
1.
Party C, Wuhan Huayuan Science and Technology Development Limited Company is the subject of Shanghai Creative Industry Park Project
Development, and is mainly engaged in the development and management of the Shanghai Creative Industry Park.
2.
Party B purchased all shareholdings and projects from Party C in July 2013. Party C took charge of the development and management
of the Shanghai Creative Industry Park.
After
friendly negotiations, Party A, Party B and Party C reached an agreement whereby Party A will purchase 100% of the shareholdings
and project of Shanghai Creative Industry Park from Party C, authorizing Party B to take charge of completing construction of the
project and other matters in the name of Party C. The following agreement should be recognized by three parties:
English
translation for convenience purposes only
I.
General information of Party C and the project
1.
Project name: Shanghai Creative Industry Park (plan to rename as Kingold Jewelry International Industry Park)
2.
Project address: No.12, Hanhuang Road, Jiangan District
3.
Floor area of project and land usage:
The
development project covers an area of 66,666 square meters and the land usage is industrial land; the numbering of land parcel
is Wuhan National No.975; sale confirmation of use right of state-owned land in 2007.
4.
Project scale:
Specific
contents of the development and construction on the parcel mentioned in this agreement include:
1)
Overall floorage of project is 192,149 square meters (subject to the document planned and approved by government, in which the
ground floorage is 154,702 square meters and the underground floorage is 37,447 square meters). The site coverage is 30%, plot
ratio is 2.3 and ratio of green space is 25%.
2)
The plan is to construct three buildings (buildings #1, #2 and #7, one to two floors each) as show centers, two buildings (buildings
#6 and #7, three or more floors each) as the enterprise research and development center and three buildings (buildings #3, #4,
and #5) as the enterprise’s headquarter base, thus seven buildings in total. The plan is also to construct the guard room
and other public buildings as supporting facilities, to construct water and electricity facilities in the park, to construct a
road, to construct a parking lot and to construct landscaping facilities.
5.
Current situation of Party C’s shareholdings:
English
translation for convenience purposes only
1
) The registered capital of Party C is 62 million Yuan
2
)
Party
B has purchased 100% shareholding from Wang Changzhen and Wei Shengnian, the Party C’s original shareholder,
Shanghai
Zhisheng Investment Management Co. Ltd. He
3
)
Corporate
legal representative: Li Huafeng
II.
Acquisition mode of Party A
1.
Party A purchases 100% shareholding from Party C.
2.
Party A authorizes Party B to complete the agent construction of Shanghai Creative Industry Park (plan to rename as Kingold Jewelry
International Industry Park). The construction standards (the house delivery standard of Party B to Party A after completing construction)
are contained in appendix one of the agreement.
3.
The total amounts of shareholding acquisition and agent construction paid by Party A to Party B are 1 billion Yuan (including the
amount of agent construction for 20 million Yuan).
III.
Party A’s rights and obligations
1.
According to the agreement, Party A will immediately and entirely pay Party B the amounts of shareholding acquisition and agent
construction.
2.
After fulfilling the foregoing payment obligation, Party A is entitled to enjoy Party C’s 100% shareholding and the agreed
assets.
IV.
Party B’s rights and obligations
1.
According to the agreement, Party B has the right to collect the payments of shareholding acquisition and agent construction from
Party A.
English
translation for convenience purposes only
2.
In accordance with the agreement, Party B must change and register Party C’s shareholding to Party A’s name and complete
the construction of Shanghai Creative Industry Park (plan to rename as Kingold Jewelry International Industry Park) and various
inspection and acceptance, presale and ownership registration procedures and consign to Party A.
V.
Mode of payment:
1.
Party A shall pay Party B deposit about 5 million Yuan within three days after the execution of this agreement.
2.
Party B promises to acquire the planning permit of construction engineering of the foregoing project and start the construction
of the project within 60 days after collecting the deposit from Party A.
3.
Party A shall pay Party B the down payment about 200 million Yuan (including the paid deposit) within three days after Party B
transacts the planning permit of construction engineering of foregoing project. 15 days after Party A pays Party B the down payment,
Party B shall transfer and register 60% of Party C’s shareholding to Party A’s name.
4.
Before January 20, 2014, Party A shall pay Party B the second installment about 50 million Yuan.
5.
Before the end of June 2014, Party B promises to complete the basement capping of the project. Party A shall pay Party B the third
installment about B 100 million Yuan before June 30, 2014.
6.
Before the end of September 2014, after Party B promises to complete the project structure capping and transact the project pre-sale
license, Party A shall pay Party B the fourth installment about 150 million Yuan before September 30.
7.
Before January 20, 2015, Party A shall pay Party B the fifth installment about 150 million Yuan.
English
translation for convenience purposes only
8.
Before June 30, 2015, Party B shall complete all works of construction (including landscaping, water and electricity facility and
other public facilities), inspection and acceptance and initial registration. Ten days after Party A finishes inspecting and accepts
such works, Party A shall pay Party B all remaining payments. Ten days after Party A pays all remaining payments, Party B shall
transfer all shareholding of Party C to Party A.
VI.
Guarantee and commitment
1.
Party B shall guarantee that all information about Party C provided to Party A is true and legal when signing this agreement. The
information includes, but is not limited to, the financial condition and conditions of production and management, industrial and
commercial registration of the company, assets, project development and tax payments. The project of Shanghai Creative Industry
Park of Party C’s Company has acquired various licenses examined and approved by the government and the documents of project
development and construction have the continuous effectiveness, and guarantees there is no potential situation that various approved
licenses and documents of project development and construction lose effectiveness; all equities of Party C’s Company do not
encounter the situations such as assignment, setting pledge, pledge, sealed up and frozen by court (e.g. after signing this agreement,
if the equities of Party C’s Company are limited due to asset financing and pre-sale made by Party A in the name of project,
related responsibilities shall be assumed by Party A).
2.
Party B’s guarantee
In
accordance with the agreed standard construction in this agreement, complete the work of agent construction on schedule and the
construction quality shall accord with national construction standard and acceptance standard; transact the change and registration
of shareholding according to the agreement.
3.
Party A shall guarantee to pay Party B contract payment by the agreed amount and deadline in this agreement.
English
translation for convenience purposes only
4.
This project is contracted construction mode. Party A guarantees not to intervene in the normal agent construction work of Party
B. financial personnel dispatched by Party A to Party C shall only take charge of supervising the funds used in this project construction.
Any
party shall take the responsibility for breach of the contract agreed in this agreement in case of violating the foregoing guarantees
and commitments.
VII.
Special agreement
1.
After paying the down payment, Party A is entitled to appoint Hu Qiao as the chief financial officer of Party C’s Company,
in charge of supervising the usage of funds for construction.
2.
After paying the down payment and possessing the financial conditions of project construction in progress, in case Party A makes
financing by the project or asset of Party C for the project construction requirement, Party B and Party C shall cooperate. Party
A guarantees to prior pay the funds raised in the above-mentioned method to Party B, used for project construction. Financing charges
and financial costs shall be borne by Party A.
3.
Except with the agreement of both parties, neither party shall transfer any right and obligation specified in this agreement to
the third party before obtaining the written permission of the other party. Without the written permission of the other party,
either party transfers this agreement to the third party, which is invalid.
4.
Party recognizes all commitments of this agreement.
VIII.
Confidential agreement
Party
A, B and C guarantee to keep confidential all the documents and data (including business secrets, corporate planning, operating
activity, financial information, technological information, management information and other business secrets) that belong to the
other party in the process of discussing, signing and executing this agreement. Without the permission of original provider of
the data and documents, the other party shall not be allowed to betray all or partial contents of the business secret to the third
party, otherwise stipulated by laws and regulations or other agreements made by parties. The confidentiality period is two years.
Otherwise, the defaulting party shall compensate the other party for the resulting specific economic loss.
English
translation for convenience purposes only
IX.
Responsibility for default
1.
Party A and Party B shall comprehensively and actually fulfill various obligations established in the agreed terms of this agreement.
In case any party fails to fulfill its obligations according to the agreement, it violates the agreement and shall take responsibility
for default. Except for continuously fulfilling the contractual obligation, the defaulting party shall compensate the other party
for all economic loss arising from such default.
2.
In case Party B fails to complete the work of construction and development by the agreed plan and deadline for its own reasons,
Party B shall compensate all economic loss caused to Party A, and pay Party A liquidated damages by one in a million of the amounts
paid by Party A every day until the agreed upon work has been completed.
3.
Without the permission of the other party, one party shall not be allowed to privately transfer its shares or property to the third
party. Otherwise, the default shall compensate the observant party all economic loss caused by this.
English
translation for convenience purposes only
4.
In case the project is suspended or terminated owing to the violation of this agreement or the grievous fault or violation of law
and discipline, the party shall take all legal responsibilities and the responsibility of economic compensation. Meanwhile, compensate
all economic loss caused to the observant party.
5.
Whereas, Party B takes full responsible for Party C’s Company. Party B promises it shall undertake all credit and debt (except
those formed by Party A’s financing requirement or pre-sale)and all losses (including but limited to economic loss, etc)
caused by judicial dispute and other behaviors for violating national laws and regulations by itself and also bear all losses caused
to Party A.
6.
In case Party A delays payment for more than 45 days, Party B shall be entitled to terminate this agreement by itself. Party A
shall transact Party C’s shareholding to Party B within 15 days after receiving the written notice of the rescission of the
agreement. Party B shall return all capital paid by Party A within 60 days after the termination of contract.
X.
Force majeure
1.
In case any party fails to fulfill all or partial obligations under this contract owing to the impact of events of force majeure,
the fulfillment of this obligation shall be suspended during the period when the events of force majeure affect its fulfillment.
2.
In case of events of force majeure, both parties shall immediately make friendly negotiation to determine how to execute the contract.
After the events of force majeure or influences are terminated or eliminated, both parties shall immediately recover the fulfillment
of various obligations under this agreement. In case any party losses the ability to continuously fulfill the contract because
force majeure and influences cannot be terminated or eliminated, both parties can negotiate to terminate the contract or temporarily
delay the fulfillment of contract. Besides, one party who encounters the force majeure shall not take responsibility. In case
the force majeure takes place after the delay in performance, the party involved cannot be exempted from liability.
English
translation for convenience purposes only
XI.
Treatment of disputes
1.
This agreement is governed and explained by laws of the PRC.
2.
Disputes arising in the fulfillment shall be negotiated and settled by both parties or mediated by the relevant department. In
case negotiation or mediation should fail, both parties can prosecute in people’s court with right of jurisdiction.
XII.
Agreement of notice and notification
1.
According to the contract, all notices and notifications sent by one party to the other party, documents of parties and notice,
notification and requirement related to this agreement shall be delivered in the written form (
e.g.
, letter, fax, telegram,
face-to-face delivery, etc.). In case of failure to deliver in an above-mentioned form, the party can adopt the form of service
by publication.
2.
In case of changing notice or contact address, one party shall inform the other party in written form within seven days of the
date of change. Otherwise, the party who fails to give notice shall take the relevant responsibility.
3.
The contact addresses of the three parties are as follows:
Contact
address of Party A: No.15, Huangpu Science and Technology Park, Jiangan District
Contact
address of Party B: No.33, Building 8, Libeiyi Village, Qiaokou District
Contact
address of Party C: No.8, Hanhuang Road, Jiangan District, Wuhan City
English
translation for convenience purposes only
XIII.
Validity of contract
1.
This contract shall take effect since the legal representatives or authorized representatives of all parties sign and seal.
2.
This agreement is made in sextuplicate, two copies for each party, with equal legal effect.
Party
A (seal): _________________
Entrusted
agent (signature):
________________
Party
B (seal):
______________
Entrusted
agent (signature):
_________________
Party
C (seal): ______________
Entrusted
agent (signature):
________________
October
23, 2013
EXHIBIT 99.1
Kingold
Jewelry Announces Agreement to Acquire Industrial Land Rights in
Wuhan,
China for Development of Wuhan Kingold Jewelry Industrial Park
Company to Create Major Hub for Jewelry
Industry in Central China
WUHAN CITY, China, October 29, 2013
— Kingold Jewelry, Inc. (NASDAQ: KGJI),
(“Kingold” or the “Company”), one of China's leading
manufacturers and designers of high quality 24-karat gold jewelry, ornaments and investment-oriented products, today announced
that the Company has entered into an acquisition agreement to acquire the operating rights for 66,666 square meters (717,587 square
feet)of industrial land for use in the development of Wuhan Kingold Jewelry International Industry Park in the Jiangan district,
Wuhan (the “Project”), for approximately 1.0 billion RMB (approximately USD$164 million at current exchange rates)
from Wuhan Huayuan Science and Technology Development Limited Company.
The Company expects construction of Wuhan
Kingold Jewelry International Industry Park to be completed by mid 2015. This Project is located at No. 12 Han Huang Road, Jiang’An
District, Wuhan, a premier district on the north shore of the Yangtze River.
The construction of Wuhan Kingold Jewelry
International Industry Park is anticipated to be an integral part of the Company’s long-term growth strategy by creating
a major hub for the jewelry industry in the central region of China. Wuhan Kingold Jewelry International Industry Park is expected
to be a major commercial complex that provides a place where businesses and activities in the jewelry industry come together, including
manufacturing, wholesale, and retail shopping. The Company plans to move part of its production facility to this industrial park,
which will provide Kingold greater flexibility to expand production levels. Key elements of the Project include of the following:
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·
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Acquisition of project: the Company acquires
the total project (including both land lease and floor space) at a cost of roughly RMB 5,204 per square meters ($483.5 per square
foot).
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·
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The Company plans to construct seven buildings
with total useable floor space of approximately 192,000 square meters (2.07 million square feet), 36,000 square meters (389,000
square feet) of which is anticipated to be used as the Company’s product show center, product research and development center,
and corporate headquarters.
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·
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Of the remaining area, 42,000 square meters
(452,000 square feet) is expected to operate as retail shops, and 114,000 square meters (1.23 million square feet) is expected
to be leased as office space to domestic and international jewelry companies and related industry organizations.
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Kingold Jewelry, Inc.
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Page 2
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October 29, 2013
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Kingold intends to finance the Project
predominantly with bank loans supplemented by operating cash flows, and where possible, deposits or advances the Company may receive
from lessees.
Payments for the project will be made in
tranches as follows:
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Date
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Payment Commitment
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(RMB in millions)
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October 2013*
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200
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January 2014
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50
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June 2014
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100
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September 2014
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150
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January 2015
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250
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June 2015
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250
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Total
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1000
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$
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164
million**
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* Includes initial deposit made to seller of 5 million RMB
to maintain access or option to complete this transaction.
** In USD based on current exchange rates
Mr. Zhihong Jia, Chairman and CEO of Kingold
Jewelry, Inc., stated, “We are very pleased to announce this landmark event in Kingold’s history, which we believe
will help position our Company to be a vertically-integrated, leading manufacturer of gold jewelry and provider of wholesale (and
retail) jewelry in Central China. We expect to utilize the land to create a new headquarter for the Company and develop a ’Jewelry
City.’ This Project will encompass all aspects of the gold manufacturing and distribution process, from development to retail
sales. We believe Wuhan Kingold Jewelry International Industry Park will not only be a sought-after display area for well-known
jewelry brands for both retail and wholesale distributors, but will also serve as an information exchange for a variety of participants
in the jewelry industry. We expect it will also be a platform by which Kingold can build relationships with global jewelry companies.
We believe this is the first step to creating a truly international enterprise and look forward to updating investors on this project’s
progress in the coming weeks and months.”
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Kingold Jewelry, Inc.
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Page 3
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October 29, 2013
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About Kingold Jewelry, Inc.
Kingold Jewelry, Inc. (NASDAQ: KGJI), centrally
located in Wuhan City, China's fourth largest city, was founded in 2002 and today is one of China's leading designers and manufacturers
of 24-karat gold jewelry, ornaments and investment-oriented products. The Company sells both directly to retailers as well as through
major distributors across China. Kingold has received numerous industry awards and has been a member of the Shanghai Gold Exchange
since 2003. For more information, please visit www.kingoldjewelry.com.
Business Risks and Forward-Looking Statements
This press release contains forward-looking
statements that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934.
Forward looking statements can be identified by the words “will,” “expect,” “anticipate,” “estimate,”
“plan” or other similar expressions. Forward-looking statements in this release include, among others, statements regarding
Kingold’s long-term growth strategy, expectations regarding the role of Wuhan Jewelry Industrial Park as a major commercial
complex, increased production abilities, and the financing of the Project. Such forward looking statements are subject to a number
of risks and uncertainties, such as whether or not Kingold will meet the closing conditions for the acquisition, whether or not
it can finance the acquisition, whether or not it will be successful in the construction, leasing and operation of the planned
project, whether or not it will be able to attract tenants and others to make the Project a success, and whether or not the demand
for jewelry in this market will continue to grow, as well as the risk factors contained in Kingold's SEC filings available at www.sec.gov,
including Kingold's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place
undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Kingold undertakes no
obligation to update or revise any forward-looking statements for any reason. Actual results could differ materially from those
expressed in any forward-looking statements.
Company Contact
Kingold Jewelry, Inc.
Bin Liu, CFO
Phone: +1-847-660-3498 (US) / +86-27-6569-4977
(China)
Email: bl@kingoldjewelry.com
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INVESTOR RELATIONS
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The Equity Group Inc.
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Katherine Yao, Associate
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Adam Prior, Senior Vice President
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+86 10-6587-6435
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(212) 836-9606
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kyao@equityny.com
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aprior@equityny.com
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###
EXHIBIT 99.2
KINGOLD JEWELRY ANNOUNCES
CREDIT
LINE INCREASE OF UP TO RMB400 million (approximately US$65.4 million) UNDER GOLD LEASING AGREEMENT WITH CHINA CONSTRUCTION
BANK
WUHAN CITY, China, October 24, 2013
— Kingold Jewelry, Inc. (NASDAQ: KGJI)
, (“Kingold” or the “Company”), one of China's leading
manufacturers and designers of high quality 24-karat gold jewelry, ornaments and investment-oriented products,
today announced
that the Company has received an increase in the credit line established under the Gold Leasing Agreement (“Agreement”)
with China Construction Bank’s (“CCB”) Wuhan Jiang’An branch, which was signed in January 2013. CCB proposed
the increase of the credit line based on Kingold's strong performance and appropriate handling of gold.
Kingold’s total credit line under
the Agreement is now RMB400 million (approximately US$65.4 million), an increase of RMB150 million from the original credit line
of RMB250 million.
The Agreement is similar to a revolving
credit line, with CCB providing Kingold a reusable credit line of up to RMB400 million; however, drawdowns under the facility (and
repayment thereunder) will be made in gold rather than currency. Gold loans under the facility will bear interest at a rate of
approximately 6% p.a., with interest based on the actual weight of gold loaned under the facility (in grams), the price of gold
(yuan/gram), in addition to the rate and number of days the gold was loaned under the facility. The increased line of credit is
available until July 22, 2014. Because the market price of gold may fluctuate during the term of the Agreement, Kingold and CCB
have agreed to a cap of 95% on the credit line based on the actual value of gold loans outstanding at any time under the credit
facility.
China Construction Bank is a leading commercial
bank in China providing a comprehensive range of commercial banking products and services. At the end of June 2013, the market
capitalization of the Bank reached US$176.7 billion, ranking fifth among listed banks in the world. The Bank had a network of 14,925
branches and sub-branches in Mainland China, maintained 10 overseas branches in Hong Kong, Singapore, Frankfurt, Johannesburg,
Tokyo, Seoul, New York, Ho Chi Minh City, Sydney and Taipei, and owned multiple subsidiaries, such as CCB Principal Asset Management,
CCB Financial Leasing, CCB Trust, CCB Life, Sino-German Bausparkasse, CCB Asia, CCB London, CCB Russia, CCB Dubai and CCB International.
Mr. Zhihong Jia, Chairman and CEO of Kingold
Jewelry, Inc. stated, “We are very pleased with our partnership with CCB under this Agreement. This increased credit line
will allow us to further increase our production capacity and grow our business over the next several months. We continue working
hard to take advantage of the market opportunities in China’s 24K gold consumer goods market and are honored to have the
support of CCB.”
About Kingold Jewelry, Inc.
Kingold Jewelry, Inc. (NASDAQ: KGJI), centrally
located in Wuhan City, China's fourth largest city, was founded in 2002 and today is one of China's leading designers and manufacturers
of 24-karat gold jewelry, ornaments and investment-oriented products. The Company sells both directly to retailers as well as through
major distributors across China. Kingold has received numerous industry awards and has been a member of the Shanghai Gold Exchange
since 2003. For more information, please visit www.kingoldjewelry.com.
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Kingold Jewelry, Inc.
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Page 2
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October 24, 2013
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Business Risks and Forward-Looking Statements
This press release contains forward-looking
statements that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934.
These include statements regarding Kingold’s ability to further increase production capacity and grow its business over the
next several months. Readers are cautioned that actual results could differ materially from those expressed in any forward-looking
statements. In addition, please refer to the risk factors contained in Kingold's SEC filings available at www.sec.gov, including
Kingold's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance
on any forward-looking statements, which speak only as of the date on which they are made. Kingold undertakes no obligation to
update or revise any forward-looking statements for any reason.
Company Contact
Kingold Jewelry, Inc.
Bin Liu, CFO
Phone: +1-847-660-3498 (US) / +86-27-6569-4977
(China)
Email: bl@kingoldjewelry.com
|
INVESTOR RELATIONS
|
|
|
The Equity Group Inc.
|
Katherine Yao, Associate
|
|
Adam Prior, Senior Vice President
|
+86 10-6587-6435
|
|
(212) 836-9606
|
kyao@equityny.com
|
|
aprior@equityny.com
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###