Exhibit 10.31

Trust Loan Contract

Between

China Minsheng Trust Co., Ltd.

And

Wuhan Kingold Jewelry Co., Ltd.

Contract No.:  [2016-MSDY-47-2]

2016

Trust Loan Contract

Lender (Party A): China Minsheng Trust Co., Ltd.

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

Zip Code: 100005

Legal Representative: Zhiqiang Lu

Fax Number: 010-85259080

Phone Number: 010-85259071

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

Address: Te 15, Huangpu Science & Technology Garden, Jiangan District

Zip Code: 430023

Legal representative: Zhihong Jia 

Fax Number: 027-65694977

Phone Number: 027-65694977

Whereas:

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

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

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

The Contract is made in line with relevant laws and regulations to specify the rights and obligations of both parties after reaching consensus through consultation.

Article 1 Definitions

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

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

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

1.3  Expiration Date of Loan : for each allocation of the trust loan, the expected expiration date of each trust loan, or the date of advanced expiration of loan of each trust loan, or the date when the extending period of this loan ends.

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

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

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

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

1.8  Pledgor : Wuhan Kingold Jewelry Co., Ltd.

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

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

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

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

Article 2 Amount of Loan

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

Article 3 Purpose of Loan and Supervision

3.1 Party B shall use the loan for supplementary liquidity needs.

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

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

Article 4 Life of Loan

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

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

Article 5 Interest Rate, Interest Calculation, Settlement of Interest, Payment of Interest and Penalty Interest

5.1 Interest Rate

The annual interest rate of loan under the Contract is 10.85%.

5.2 Interest Calculation

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

5.3 Interest Settlement

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

5.4   Interest Payment

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

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

5.5 Penalty Interest

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

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

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

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

Article 6 Issuance of Loan

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

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

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

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

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

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

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

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

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

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

(10) Other requirements by Party A.

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

Bank Name: Huaxia Bank, Wuhan Qiaokou Branch

Account Number: 11160000000449494

Account Name: Wuhan Kingold Jewelry Co., Ltd

Article 7 Repayment

7.1 Principal of Repayment

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

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

7.2 Repayment of Principal and Interest

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

7.3 Prepayment

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

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

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

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

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

Bank name: Shanghai Pudong Development Bank Beijing East Chang’an Branch

Account number: 91190153910001603

Account name: China Minsheng Trust Co., Ltd 

Article 8 Warrant of Loan

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

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

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

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

9.1 Rights of Party A

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

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

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

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

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

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

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

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

9.2   Obligations of Party A

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

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

9.3   Representations and Warranties of Party A

Representations and Warranties of Party A are as follows:

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

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

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

Article 10 Rights and Obligations of Party B

10.1 Rights of Party B

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

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

10.2 Obligations of Party B

(1) Get the loan according to stipulations of the Contract;

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

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

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

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

(6) Bear related expenses under this Contract, including but not limited to insurance, evaluation, registration, safekeeping, appraisal, notarization and other matters;

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

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

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

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

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

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

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

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

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

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

(17) Party B, without any consent from Party A, shall not incur any kind of debt, investment or financing, including but not limited to, bank loan, trust loan, merger loan, setting property trust, setting special asset earning right, share or share beneficiary investment and financing, and other kinds of investment and financing activities;

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

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

10.3 Representations and Warranties of Party B

Representations and warranties of Party B are as follows:

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

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

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

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

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

3) any breach actions related to contracts with other creditors;

2) litigations, arbitrations and other disputes;

4) its debt and debt guarantees;

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

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

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

Article 11 Responsibility of Default

11.1 Default Situations

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

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

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

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

4) Transfer assets or withdraw funds to evade debt;

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

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

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

8) Distribute dividend without any consent from Party A during the duration of the Contract;

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

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

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

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

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

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

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

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

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

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

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

8) Other breach scenarios under the Gold Pledge Agreement.

11.2 Default Remedies

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

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

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

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

4) Exercise guarantee rights;

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

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

11.3 Special Agreement

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

Article 12 Amendment and Termination of Contract

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

Article 13 Applicable Laws and Dispute Resolutions

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

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

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

Article 14 Notarization of Compulsory Execution

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

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

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

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

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

Article 15 Notification and Delivery

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

15.2 Contact information of both parties:

Party A:   China Minsheng Trust Co., Ltd.

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

Zip Code: 430023

Contact Person: You Li

Phone Number: 18627822266

Fax Number: 010-85259080

Email: liyou@msxt.com

Party B: Wuhan Kingold Jewelry Co., Ltd.

Mailing Address: Te 15, Huangpu Science & Technology Garden, Jiangan District

Zip Code: 430023

Contact Person: Qiao Hu

Phone Number: 113317109760

Fax Number: 027-65694977

Email: webmaster@kingold.com.cn

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

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

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

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

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

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

Article 16 Supplementary Provisions

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

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

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

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

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

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

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

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

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

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

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

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

(Signature page follows)

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

Party A: /s/ China Minsheng Trust Co., Ltd.

Legal Representative/Authorized Representative: /s/ Zhiqiang Lu

Party B: /s/ Kingold Jewelry Co., Ltd.

Legal Representative/Authorized Representative: /s/ Zhihong Jia

Contract signed on: September 17, 2016

Contract signed in: Dongcheng District of Beijing City

Exhibit 10.39

Contract No. : ZJX(D)Z No. HS-2016-012

Trust Loan Agreement

Zheshang Jinhui Trust Co., Ltd.

Lender: Zheshang Jinhui Trust Co., Ltd.

Legal representative: Lan Xiang

Address: Building 6-8, No. 199, Qingchun Road, Hangzhou City

Borrower: Wuhan Kingold Jewelry Co., Ltd.

Legal representative: Jia Zhihong

Address: No. 15, Huangpu Technology Zone, Jiang'an District, Wuhan

Whereas:

The Lender is a trust company approved by China Banking Regulatory Commission and lawfully formed and validly existing by virtue of the laws of China.

The Borrower is a lawfully formed and validly existing enterprise by the law of the People's Republic of China.

The Borrower apply trust loan to the Lender and the Lender agrees to release trust loan according to the terms agreed in this agreement.

The two parties, through friendly negotiation, have agreed on the matters of trust loan. The two parties hereby conclude the Agreement pursuant to relevant laws and administrative regulations through friendly negotiation.

Article 1 Definition and Interpretation

1.1 Definition

Terms defined in the Agreement have the same meanings herein unless there is another special explanation or the context otherwise requires.

Lender refers to Zheshang Jinhui Trust Co., Ltd.

Borrower refers to Wuhan Kingold Jewelry Co., Ltd. and its legal heir.

Trust/Trust Plan refers to the Trust Plan of Zhejin·Huishi No. 12 Kingold Jewelry Gold Pledge Loan Assembled Funds.

Pledger refers to Wuhan Kingold Jewelry Co., Ltd.

Guarantor refers to Jia Zhihong.

Contract of Gold Pledge refers to the Contract of Gold Pledge with a contract number of ZJX(Z)Z No. HS-2016-012 and its appendix (including but not limited to Hostage List and any other valid modification and supplemental agreement).

Contract of Guaranty refers to the Contract of Guaranty with a contract number of ZJX(B)Z No. HS-2016-012

Policy of Property Fundamental Insurance refers to the policy of insurance (property insurance) for the insured gold under pledge with the Pledger as the sole beneficiary and any valid modification and supplement.

Standard Gold refers to the standard gold with the finess of 999.9 to be traded in Shanghai Gold Exchange.

Pledged Gold refers to the standard gold that is legally pledged by the Pledger to the Lender according to the Agreement and Contract of Gold Pledge and that is taken from Shanghai Gold Exchange warehouse according to the relevant regulations and procedures.

Gold Price refers to the closing price of the standard gold of Shanghai Gold Exchange in the afternoon of day T, unless otherwise agreed herein.

Pledge Date refers to the actual date when the pledged gold is stored in the safe deposit box rent by the Lender.

Price of Pledged Gold refers to the price of pledged gold on the pledge date, i.e. the gold price on the date previous to the pledge date of the pledged gold; the price of pledged gold after the pledge date refers to the real-time gold price.

Day T refers to a certain trading day of standard gold in Shanghai Gold Exchange.

Guarantor refers to the Pledger and the Guarantor collectively.

Contract of Guaranty refers to the Contract of Pledge and the Contract of Guarantee collectively.

Interest Settlement Date refers to the date when the Borrower and the Lender hereunder settle the loan interest. The interest settlement date hereunder is divided into fixed and ordinary interest settlement dates. The fixed interest settlement date is the 5th working day from the date of issuance of each loan. The ordinary interest settlement date is the 20th day of each month at the end of each natural quarter from the date of issuance of each loan hereunder and the maturity date of each loan (or maturity date in advance).

Interest settlement period refers to the period from the actual date of issuance of each trust loan (inclusive) or the previous settlement date (inclusive) to the current interest settlement date (exclusive), but the last interest settlement period refers to the period from the settlement date previous to the maturity date of each trust loan (inclusive) to the maturity date of each trust loan (exclusive).

Interest Payment Date refers to the date when the Borrower pays interest to the Lender under the Agreement. The interest payment date hereunder is the interest settlement date, and the last interest payment date is the maturity date of trust loan. If the interest payment date is on a legal holiday, it shall be postponed to the next working day.

RMB (¥) refers to the legal tender of the People's Republic of China, calculated in Yuan.

Occupy Days refers to principle occupy days from the loan issuance date (inclusive) to a closing date (exclusive).

Expiry/Date of Expiry: if the period is fixed, the date of expiry shall be determined as follows: if the period is 6 months since January 1, 2014, the date of expiry shall be July 1, 2014, i.e. the agreed date of expiry which is 6 months after January 1, 2014. If some day doesn’t exist after several months, then the date shall be the end of that month after several months.

Working day refers to the normal business day of the Lender (excluding the legal weekend and holiday).

1.2 Explanation

The words used in this Agreement like “of this Agreement”, “in this Agreement”, “mentioned in the Agreement”, “under this Agreement” and any other words with similar words shall be referred to all parts of the Agreement and the Agreement as a whole, but not referred to any specific part or term.

The title of term in the Agreement shall not be deemed to include all the contents under the relevant term or to explain the relevant term or the Agreement.

Article 2 Loan

2.1 Loan Amount

The loan amount hereunder is RMB one 550 million yuan (in figures: ¥550,000,000.00) (subject to the actual amount of funds raised by the trust plan) and can be issued by Tranche. The amount of each Tranche shall be subject to the amount of funds raised in the corresponding period by the trust plan.

2.2 Intended Use of the Loan

The intended use of the loan hereunder is to purchase standard gold raw material with the density of 999.9. The Borrower shall not change the intended use of the loan without authorization and shall not use the trust loan for the purpose of fixed assets, equity investment and any other purposes which violate laws and regulations, national policies and financial requirements.

2.3 Loan Period

Each loan period hereunder shall be 24 months, calculated from the date of issuance of each loan.

2.4 The amount, date of issuance (i.e. commencement date) and maturity date of the trust loan hereunder shall be subject to the record of the actual loan receipt (also called loan note, similarly hereinafter).

Article3 Interest and Interest Payment Date

3.1 Party B should pay Loan interest in December 20,2016 and December 20,2017 and every quarter from the interest starting date.

3.2 Interest payment in December 20,2016=∑ (principal amount of loan×0.8 %); Interest payment in December 20,2017=∑ (principal amount of loan×0.8%); Interest payment of every quarter from the interest starting date=∑ (principal daily amount of loan balance×7 / %/360); Interest payment of every interest due date=∑ (principal daily amount of loan balance×7 / %/360)

The interest of December 20,2016 and December 20,2017 should not cover the interest of other interest due date.

Article 4 Issuance of Loan

4.1 The Lender shall issue the loan hereunder to the Borrower with all the following prerequisite conditions satisfied:

(1) Trust is created validly;

(2) The Borrower, according to the relevant laws and regulations, has obtained approval and completed the registration, delivery and other legal procedures concerning the Loan under this Agreement and has submitted the written voucher of the above mentioned procedures to the Lender;

(3) Contract of Guaranty and Contract of Gold Pledge corresponding to the first Tranche of the loan have been signed and taken effect and their notarial acts for compulsory execution have been completed; Policy of Property Fundamental Insurance has been signed and taken effect;

(4) Before the issuance of the first Tranche of trust loan, the Borrower has provided the Lender with the corresponding amount of the pledged gold calculated according to the pledge interest rate as the guaranty for pledge, has stored the the pledged gold in the safe deposit box rent by the Lender (hereinafter referred to as "safe deposit box") and has bought relevant insurance for the pledged gold according to the agreement herein;

(5)the real controller Jia Zhihong will remain to be the holding person of party and promise to be the ultimate responsible person during the exercise period of the agreement.

(6) The loan receipt has been delivered by the Borrower, and the legal and valid internal decision or approval documents have been delivered by the Guarantor;

(7) The Borrower has delivered all the written documents for applying the loan as required by the Lender and promises that all documents delivered are true, complete, accurate and valid.

4.2 The Lender shall issue subsequent trust loans hereunder to the Borrower with all the following prerequisite conditions satisfied:

(1) Subsequent trust loans have been created validly;

(2) Contract of Gold Pledge corresponding to the subsequent trust loans have been signed and taken effect and notarial acts for compulsory execution have been completed; Policy of Property Fundamental Insurance has been signed and taken effect;

(3) In the event of newly-added guarantee, the Contract of Guarantee has been signed and taken effect and relevant procedures for guarantee have been completed (such as mortgage and pledge registration procedures);

(4) Before the issuance of subsequent trust loans, the Borrower has provided the Lender with the corresponding amount of the pledged gold calculated according to the pledge interest rate as the guaranty for pledge, has stored the pledged gold in the safe deposit box and has bought relevant insurance for the pledged gold according to the agreement herein;

(5) The loan receipt has been delivered by the Borrower, and the legal and valid internal decision or approval documents have been delivered by the Guarantor;

(6) The Borrower has delivered all the written documents for applying the loan as required by the Lender and promises that all documents delivered are true, complete, accurate and valid.

4.3 Each loan issued by the Lender to the Borrower is defined as the first, second, third, ..., Nth loan in the order of issuance.

The bank account of the Borrower which is used to receive the loan is as following:

Beneficial Name: Wuhan Kingold Jewelry Limited Liability Company

Account number: 4200 1116 2080 5301 7159

Bank of deposit: China Construction Bank Wuhan Jiang'an Sub-branch

The Lender shall disburse the loan fund to the above mentioned account, by means of which the Lender shall be deemed to have issued the loan to the Borrower and the Borrower shall be deemed to have taken the loan.

4.4 According to the Measures for Trust Security Fund Management (issued by China Banking Regulatory Commission [2014] No.50) (hereinafter referred to as the Measures) and Notifications from China Banking Regulatory Commission on Collecting and Managing the Trust Security Fund and other Matters (hereinafter referred to as Notifications), the financier or the loan user of the financing fund trust entrusts the trust company to subscribe the trust security fund and the subscribed standard is 1% of the newly-released amount.

To this end, the Borrower and the Lender separately sign the Contract for Entrusted Subscription of Trust Security Fund, the entrusted Lender shall deduct the amount of fund to be subscribed by the principal as stipulated in the Measures and the Notifications from the amount of loan to be issued; the Borrower shall no longer pay the Lender the subscribed fund. The subscribed fund shall be transferred by the Lender to the account specially opened by it:

Account title: Special Account of Zheshang Jinhui Trust Co., Ltd. for Insurance Funds

Bank account number: 9514 0153 9100 0001 3

Bank of deposit: Shanghai Pudong Development Bank Hangzhou Wenhui Sub-branch

The distribution and settlement of income from the trust security fund to be subscribed by the Borrower shall be executed pursuant to provisions of the Measures and the Notifications and relevant terms of the Contract for Entrusted Subscription of Trust Security Fund signed between the Borrower and the Lender.

4.5 If the Borrower fails to pay the payables as stipulated in the Trust Loan Agreement, the Borrower agrees to give priority to the repayment of the outstanding payment with the principal and proceeds of the fund hereunder.

Article 5 Repayment of the Principal and the Interest

5.1 The Borrower shall repay the loan according to the following sequence:

The Lender has the right to use the repay of the Borrower first on the fees that agreed in the Agreement paid by the Lender which shall be repaid by the Borrower and other fees that used to realize the Lender’s credit right.

If the repaid amount of the Borrower cannot cover the amount under this Agreement that shall be paid on the expiration date (including but not limited to loan principal, interest (including fine interest), penalty, damage awards, fees that used to realize the Lender’s credit right and other accrued charge), the Lender has the right to decide the sequence repaying the principal, interest and other fees.

5.2 The Borrower shall pay to the Lender on the ordinary interest settlement date (i.e., ordinary interest payment date) all interest accrued but unpaid in the corresponding period when the ordinary interest payment date falls. If the ordinary interest payment date is on a legal holiday, it shall be postponed to the next working day.

5.3 The Borrower shall pay back the payable principal balance on the due date of each loan. If the due date is on a legal holiday, it shall be included into the actual number of days for using the loan and the repayment shall be made on the next working day.

5.4 When the first loan is over a year, the Borrower can repay the loan in advance after a written application is submitted to the Lender 10 working days in advance. If the Borrower chooses to repay the trust loan, it shall repay each loan on the date when all loans are over 1 year.

If the Lender agrees to repay the loan in advance, the interest of loan which has been paid by the Borrower shall not be returned or used to deduct the accrued but unpaid interest or other payment.

5.5 The bank account of the Lender used to receive the repayment is as follows:

Account title: Zheshang Jinhui Trust Co., Ltd.

Account number:

Bank of deposit: Industrial Bank Co., Ltd. Beijing Branch Office

5.6 The Borrower shall repay the accrued amount under the Agreement in full and on time, without any offset, claim, restriction, and tax deduction or withholding of any nature.

Article 6 Guaranty

The loan under this Agreement shall be guaranteed as the following method:

6.1 Contract of Gold Pledge shall be signed by the Pledger and Lender to provide pledge guarantee for the Borrower's performance of obligations and responsibilities hereunder. Otherwise, the Pledger shall purchase property fundamental insurance and additional insurance from the People's Insurance Company of China Limited for pledged gold with the Lender as the sole beneficiary against theft and robbery.

6.2 Gold Pledge Guarantee

Contract of Guaranty shall be signed by the Guarantor and the Lender to provide guarantee for all the joint liabilities and responsibilities of the Borrower's performance of obligations and responsibilities hereunder.

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

Party B provides pledge guarantee with its inventory of gold with standard not lower than Au9995. Under the presumption of principal pledge rate no higher than 75%, the gold amount that should be pledged is calculated basing on the Au9995 closing price of Shanghai Gold Exchange on the day prior to pledgor date. The details are specified in the Gold Pledge Agreement.

Article 7 Tax

The Lender and the Borrower shall pay their respective relevant tax and other fees according to the national laws and regulations.

Article 8 Representations and Warranties

The Borrower makes the following representations and warranties to the Lender on the date of signing this Agreement and each of the interest days:

8.1 The Borrower is a legal person established and existing pursuant to the laws of the People's Republic of China, legally approved and registered by the administrative department for industry and commerce or the competent authority, and has obtained necessary authorization and approval to sign the Agreement. After being signed, the Agreement shall constitute a legal, effective and binding document for the Borrower.

8.2 The Borrower is in good financial condition without significant poor credit record.

8.3 The financial statements provided by the Borrower to the Lender are developed in accordance with the current effective laws, regulations and generally accepted accounting standards, which truly and accurately reflect the Borrower's financial position during the reporting year.

8.4 Other information provided by the Borrower to the Lender is true, complete and valid, and the copies submitted are all in consistent with the original ones.

8.5 The Borrower is not involved in any liquidation, dissolution, merger, division or similar legal procedures, and has not caused any event or circumstance which may result in such legal proceedings.

8.6 The Borrower's signature of this Agreement and exercise and performance of its rights and obligations hereunder are not violating and will not violate any agreement or other documents signed by the Borrower to affect the security of the claims under this Agreement, will not violate the approval documents, internal rules and regulations and the laws, government orders or judicial decisions.

8.7 The Borrower has not concealed any circumstances including but not limited to the following ones that have occurred or are occurring sufficient to influence its solvency: a. Involving in major violations, illegal or claimed events of the Borrower or its principal leader; b. The Borrower's breach of contract under other contracts; c. The debts or contingent liabilities incurred by the Borrower or the guarantee provided to the third party; d. Unsettled major litigation, arbitration cases; e. Other circumstances that may affect the Borrower's financial position and solvency.

Article 9 Borrower's Commitments

The Borrower promises the following:

9.1 The Borrower operates pursuant to laws, complies with national laws and regulations, and uses the loan in full accordance with the purposes agreed herein.

9.2 The Lender may at any time in any reasonable manner inspect and supervise the use of the loans and understand the Borrower's plan execution, operation management, financial activities, materials inventory and major transaction contracts, etc. The Borrower must actively cooperate with the Lender on the supervision of the use of loans and the operation, provide relevant information like financial statements and be responsible for the authenticity, integrity and effectiveness of the information.

9.3 The Borrower promises to liquidate loans in priority without violating the normal reimbursement order, and is not entering or will not enter into any agreements or other legal documents that cause the loans hereunder to be subordinate.

9.4 The Borrower shall promptly notify the Lender of the failure of the Guarantor in the event of production halts, closing a business, the cancellation of registration, the revocation of the business license, bankruptcy, revocation and operating loss, being partly or totally incapacitated with the loan, and provide other guarantees approved by the Lender.

9.5 The Borrower shall notify the Lender in writing within seven days of any of the following circumstances:

(1) All legal proceedings, arbitration or administrative investigation procedures that affect the interests of the Borrower occur.

(2) Any breach of contract occurs or will occur.

(3) The Borrower is informed that its or any of its important assets relating to any proceeding or arbitral proceeding, compulsory execution, attachment, seizure or similar measures, or events or circumstances that may result in such proceedings or measures.

(4) The Borrower has an economic dispute with a third party due to economic activities or conducts affecting the Borrower to carry out normal operating activities.

(5) Any event that may be seriously detrimental to the Borrower's business, asset status, etc.

(6) The Borrower is required to change the legal representative, the name of the unit, modify the articles, or make significant changes in financial and personal matters.

(7) The Borrower transfers the equity, makes foreign investment, and increases debt financing substantially.

9.6 The Borrower undertakes that no merger, division, dissolution, liquidation and any other action affecting the interests of the Lender will occur without the written consent of the Lender.

9.7 In the event that the after-tax net profit for the relevant fiscal year is zero or negative, or the after-tax profit is insufficient to cover the accumulated losses in the previous fiscal year, or the pre-tax profit is not used to settle the principal, interest and expense payable by the Borrower during this fiscal year, or the pre-tax profit is not sufficient to pay off the next principal, interest and expenses, or before the liquidation of the principal and interest of the loan, the Borrower shall not distribute dividends or bonus to the parent organization and/or shareholders in any form.

Article 10 Breach of Contract

Any of the following events may constitute a breach of the contract by Borrower:

10.1 The Borrower fails to pay any amount due as agreed herein:

(1) The Borrower fails to perform other payment obligations timely under other agreement signed with the Lender.

(2) The Borrower fails to use the loan for the purposes specified herein.

(3) The Borrower's matured debts under any other loan financing agreement are unpaid, or any such debts are declared matured in advance before the expiry date.

(4) The Borrower has been involved in any liquidation, bankruptcy, dissolution, suspension or similar proceedings.

(6) Any significant asset of the Borrower has been involved in any compulsory execution, attachment, seizure, lien, regulatory measures or similar measures.

(7) The Guarantor fails to comply with or perform any of the terms of the Contract of Guarantee.

(8) The borrower fails to renew policy

(9) The Borrower violates the matters set forth in Article 7 Representations and Warranties of the Agreement and the undertakings provided in article 8 Commitments.

(10) Other circumstances that may endanger the security of the claims under this Agreement.

10.2 Excluding the breach caused by lender.

Article 11 Relief Measures

11.1 In case of the events of default listed in Article 9 of this Agreement, the Lender may take the following relief measures:

(1) The Lender is entitled to declare that loans under this Agreement will be immediately matured in advance and part or all of the issued loans shall be withdrawn in advance.

(2) If the Borrower fails to repay the principal and interest of the trust loans on schedule or use the loans for the purpose as agreed herein, a penalty of interests shall be calculated at an interest rate of 0.06% from the date of overdue or failure to use the loan as agreed herein according to the amount and period of default.

(3) The Borrower is required to provide guarantee approved by the Lender in writing.

(4) Exercise any security right.

(5) Terminate the Agreement.

(6) Other necessary measures.

(7) If the Borrower violates the provisions of this Agreement and causes any loss to the Lender, even the Lender has taken the above relief measures, it is insufficient to compensate for all losses (including but not limited to all the principals of the loan, interest (including penalty), the expenses, litigation costs, attorneys' fees, etc. incurred by the Lender to exercise claims and subordinated rights), the Lender shall have the right to continue claims against the Borrower for the losses.

11.2 If the lender fails to perform article10.2, the lender should compensate the borrower on this.

11.3 If the trust fails to be established, the Agreement shall be automatically terminated, and both parties shall not assume any liability for breach of contract, unless that the failure of the establishment of trust is due to the Borrower's violation of this Agreement.

Article 12 Notifications

12.1 Notifications hereunder shall be served as follows:

(1) Send by registered letter, the date of holding receipt of the registered letter by the party giving the notice shall be deemed to be the date of served.

(2) Send by fax, the first working day of receiving a reply code or sending a confirmation bar successfully is deemed to be the date of served.

(3) Send by express, the fourth day after sending is deemed to be the date of served.

(4) Send by a special courier, it will be deemed to be delivered when sent to the relevant address.

12.2 The addresses and contact information of both parties to the Agreement are as follows:

Lender: Zheshang Jinhui Trust Co., Ltd.

Mailing address: Building 6-8, No. 199, Qingchun Road, Hangzhou City

Postal code: 310006

Contact: Yuan Fang

Tel:

Fax:

Borrower: Wuhan Kingold Jewelry Co., Ltd.

Mailing address: Floor 10, Building No. 7, Kingold Industrial Park, No. 8, Hanhuang Road, Jiang'an District, Wuhan

Postal code: 430000

Contact: Huang Yi

Contact Number: 027-65694977

Fax: 027-82309888

12.3 In case of any changes in the mailing address or contact information of either party, it shall notify the other party in writing within 10 days after the change. In the event that the party with address changed does not notify the other party of the change in a timely manner, unless the law otherwise stipulated, that party shall be responsible for the resulting impact and losses.

Article 13 Miscellaneous

13.1 Both parties hereto may sign a supplement contract through negotiation for matters uncovered herein.

13.2 This Agreement shall take into effect with the seal of both parties and the official seal of legal or authorized representatives of both parties.

13.3 The present laws, administrative regulations and rules of the People's Republic of China shall apply to matters such as the conclusion, entry into force, performance, interpretation, modification and termination of this Agreement.

13.4 Disputes caused by this Agreement shall be resolved by both parties through negotiation. If the negotiation fails, either party may submit a case to the people's court located at the Lender's address. During the period of negotiation or litigation, for the terms of this Agreement not involved in the disputed parts, both parties shall fulfill as well.

13.5 The Agreement is made in six copies, two copies held by the Lender and the Borrower respectively, two copies for standby application, with the same legal effect.

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[This is a signature page of Trust Loan Agreement No. ZJX(D)Z No. HS-2016-012

Lender (seal): Zheshang Jinhui Trust Co., Ltd.

Legal representative or authorized representative (seal):

Borrower (seal): Wuhan Kingold Jewelry Co., Ltd.

Legal representative (seal):

Date of signature:

Signed at: Hangzhou City

Exhibit 10.40

Contract No.: ZI Trust [2016 trust 326] No. (2)

Assembled Funds Trust Plan of Zhongjiang International·Yinhe 221 Kingold Jewelry

Trust Loan Contract

Zhongjiang International Trust Co., Ltd

Trust Loan Contract

Lender (Party A): Zhongjiang International Trust Co., Ltd

Address: 6F of International Financial Center, No. 88, Beijingxi Road, Nanchang city, Jiangxi province

Legal Representative: Qiu Qiang

Phone Number: 0791-86304500

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

Address: Te 15, Huangpu Science & Technology Garden, Jiangan District

Zip Code: 430023

Legal representative: Zhihong Jia 

Phone Number: 027-65694977

Whereas:

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

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

The Contract is made in line with relevant laws and regulations to specify the rights and obligations of both parties after reaching consensus through consultation.

Article 1 Definitions and explanation

1.1 Definition

In the Contract (as defined below), save where the context or text otherwise requires, the following words and expressions shall have the same meanings in the Trust Document:

Contract : the Contract ZI Trust [2016 trust 326] No. (2) Trust Loan Contract between Zhongjiang International Trust Co., Ltd and Wuhan Kingold Jewelry Co., Ltd .  and any other effective revisions and annexes.

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

Expiration Date of Loan : if the period is fixed, the date of expiry shall be determined as follows: if the period is 6 months since January 1, 2014, the date of expiry shall be July 1, 2014, i.e. the agreed date of expiry which is 6 months after January 1, 2014. If some day doesn’t exist after several months, then the date shall be the end of that month after several months.

Interest Settlement Date:  March 15, June 15, September 15, December 15 of each natural year and each Expiration Date of Loan. The Interest Settlement Date cannot be extended.

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

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

Pledgor : Wuhan Kingold Jewelry Co., Ltd.

Pledge Date : The date of delivering pledge and setting up the pledge right by the Pledgor under Gold Pledge Agreement.

  Gold Pledge Agreement : Gold Pledge Agreement between Zhongjiang International Trust Co., Ltd and Wuhan Kingold Jewelry Co., Ltd .  signed by Party A and Pledgor and any amendments or supplements.

Yuan : refers to the monetary unit of China, the Renminbi or RMB.

1.2 Explanation

The words used in this Agreement like “of this Agreement”, “in this Agreement”, “mentioned in the Agreement”, “under this Agreement” and any other words with similar words shall be referred to all parts of the Agreement and the Agreement as a whole, but not referred to any specific part or term.

The title of term in the Agreement shall not be deemed to include all the contents under the relevant term or to explain the relevant term or the Agreement.

Article 2 Loan

2.1 Loan Amount

The amount of loan under the Contract is one point Four Hundred Million Yuan, or RMB 400,000,000.00, in multiple allocations. The specific amount of each allocation of loan shall follow the amount specified on the certificate of indebtedness of loan. 

2.2 Usage

Party B shall use the loan for supplementary liquidity needs.

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

2.3 Length of Maturity

The loan under this Contract is issued in allocations. The life of loan of each allocation of loan is 24 Months, calculated since its respective Issuance Date of Loan.

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

Article 3 Interest Rate, Payment of Interest

3.1 The trust is calculated since the interest begins, and the interest should be paid quarterly. The borrower should pay interest at the 7 ^th day of the last month of every quarter during this trust.

a) If average Au9999 gold closing price in SGE in 20days before due date is under 395RMB/g, then the annual interest rate of this quarter is 8.75%

b) If average Au9999 gold closing price in SGE in 20days before due date equals to or is higher than 395RMB/g, then the annual interest rate of this quarter is 9.5%

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

Article4 Issuance of Loan

4.1 Only after satisfying the following prerequisites, Party A is in duty bound to issue a loan to Party B.

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

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

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

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

(5) Contract of Pledge has been signed and taken affect;

(6) The balance pledge rate calculated under Gold Pledge Agreement Pledged is not higher than 75%, the above mentioned pledge procedure has been processed, the pledge gold has been secured in the safe of China Industry and Commerce Bank Hubei Branch Wuhan Shuiguohu site, the property insurance of the pledge gold with Party A as the first beneficiary has been bought (mainly theft and robbery insurance, insurance term is not shorter than the last loan maturity date, and the insurance company should specify in the special agreement list of the insurance slip that it bears insurance responsibility of the quality and weight of the pledge gold);

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

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

(9) Party B’s business operation status (including but not limited to its financial status) does not have any substantial changes which cause any major adverse influence on the transaction under the Contract;.

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

(12) Other requirements by Party A.

4.2 Within three days since all conditions under Article 6.1 are met (unless Party A waives any or more of them), Party A should transfer each loan to the following loan account opened by Party B.

Bank Name:

Account Number:

Account Name: Wuhan Kingold Jewelry Co., Ltd

Article 5 Repayment

5.1 Principal of Repayment

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

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

5.2 Repayment of Principal and Interest

Party B shall pay the interest on each Interest Payment Date. The last Interest Payment Date of every loan is the Expiration Date of Loan for such loan under the Contract and the principal should be paid along with the interest.

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

Bank name:

Account number:

Account name:

Article 6 Warrant of Loan

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

Pledge: Party B provides pledge guarantee with its inventory of gold with standard not lower than Au9999. Under the presumption of principal pledge rate no higher than 75%, the gold amount that should be pledged is calculated basing on the Au9999 closing price of Shanghai Gold Exchange on the day prior to pledgor date. The details are specified in the Gold Pledge Agreement.

6.2 For the details about all warrant ways under Article 6.1, the provisions of the warrant agreements such as Guaranty Agreement and Gold Pledge Agreement prevail.

Article 7 Rights, Obligations, Representations and Warranties of Party A

7.1 Rights of Party A

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

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

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

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

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

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

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

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

7.2 Obligations of Party A

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

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

(3) Issue the trust loan under the loan agreement to party B, and keep compliance to the obligations under this loan agreement.

7.3 Representations and Warranties of Party A

Representations and Warranties of Party A are as follows:

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

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

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

Article 8 Rights and Obligations of Party B

10.1 Rights of Party B

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

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

 8.2 Obligations of Party B

(1) Get the loan according to stipulations of the Contract;

(2) Per Party A’s requests, provide materials quarterly (within 20 business days at the beginning of each quarter) to Party A about financial accounting and production and operation, including but not limited to the balance sheet, profit and loss statement, cash flow statement and financing situation (all the banks with its accounts, accounts, balance situation, etc.), usage situation of loan fund, etc.; per Party A’s request, provide operation situation introduction to Party A quarterly (within 20 business days at the beginning of each quarter), including but not limited to the operation situation of the main business of last quarter, constitution of revenue and profit source, material investment and financing outside of the company, deposition of material assets, and other information with material impact on the operation; submit the financial statements of last year by the end of every April; and takes responsibility of the authenticity, legality, completeness and validity of the foregoing provided documents;

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

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

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

(6) Bear related expenses under this Contract, including but not limited to insurance, evaluation, registration, safekeeping, appraisal, notarization and other matters;

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

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

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

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

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

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

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

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

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

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

(17) Party B, without any consent from Party A, shall not incur any kind of debt, investment or financing, including but not limited to, bank loan, trust loan, merger loan, setting property trust, setting special asset earning right, share or share beneficiary investment and financing, and other kinds of investment and financing activities;

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

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

Article 9 Representations and Warranties of Party B

Representations and warranties of Party B are as follows:

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

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

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

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

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

3) any breach actions related to contracts with other creditors;

2) litigations, arbitrations and other disputes;

4) its debt and debt guarantees;

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

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

(6) Party B is not a non-residential company, and the real controller of Party B is not a non-residential company.

The Representations and Warranties of Party B is consecutively effective. When the agreement is revised, supplemented or amended, Party B is deemed making the above Representations and Warranties repeatedly.

Article 10 Responsibility of Default

10.1 Default Situations

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

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

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

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

4) Fail to pay for Trust Secure Fund timely under Trust Subscription Agreement;

5) Transfer assets or withdraw funds to evade debt;

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

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

8) Its other debts may or have affected the fulfillment of obligations to Party A;

9) Distribute dividend without any consent from Party A during the duration of the Contract;

10) Enter into legal proceedings of custody, taken over, consolidation, settlement, reorganization, bankruptcy, or dissolution, or being cancelled business license, or being ordered business closure, stop, revocation or dissolution;

10.2 Default Remedies

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

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

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

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

4) Exercise guarantee rights;

5) Regarding other projects between Party B, its Guarantor, their related parties and Party A, declare the debt under such project is due immediately, and address, exercise the pledge or other guaranty rights under such project, the balance after paying the debt due under such project (if any) can be used to pay for the balance, interest and related payments under the Contract. The Gurantor recognizes and agrees with this matter under Guaranty Agreement, and Guaranty Agreement prevails ;

6) Terminate the Contract and other Contracts of Warranty (if needed); 

Article 11 Amendment and Termination of Contract

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

Article 12 Notarization of Compulsory Execution

12.1 Party A and Party B confirm that, within three days of execution of the Contract, both parties will transact compulsory notarization of the Contract at Wuhan Changjiang Notary Office.

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

12.3 Party A and Party B confirm that both parties fully understand the meaning, content, procedure and effect of notarization of compulsory execution proscribed by relevant laws, regulations and regulatory documents.

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

12.5 This Article has priority to the Article 13.1. Party B shall bear the expense arising from application of compulsory notarization.

Article 13 Notification and Delivery

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

13.2 Contact information of both parties:

Party A: Zhongjiang International Trust Co., Ltd

Mailing Address: 6F of International Financial Center, No. 88, Beijingxi Road, Nanchang city, Jiangxi province

Zip Code: 330046

Contact Person: Liu Kun

Phone Number: 0791-86304500

Fax Number: 0791-86304495

Party B: Wuhan Kingold Jewelry Co., Ltd.

Mailing Address: Te 15, Huangpu Science & Technology Garden, Jiangan District

Zip Code: 430023

Contact Person: Huang Yi

Phone Number: 027-65694977

Email: webmaster@kingold.com.cn

13.3 Notification is deemed to be delivered to the other party on the following date:

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

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

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

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

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

Article 14Supplementary Provisions

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

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

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

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

14.5 Both parties shall ensure that the Contract is fully executed by conducting and signing any further actions, incidents, documents, so the expected purpose of this Contract could be fully achieved.

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

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

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

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

(Signature page follows)

(This is the signature page of Trust Loan Contract of No. 2016-MSJH-103-2 and has no content of contract)

Party A: /s/ Zhongjiang International Trust Co., Ltd

Legal Representative/Authorized Representative:

Party B: /s/ Kingold Jewelry Co., Ltd.

Legal Representative/Authorized Representative:

Contract signed on:

Contract signed in: Changsha City of Hunan Province

Exhibit 10.42

Chattel Pledge Agreement

Pledgor : Wuhan Kingold Jewelry Co., Ltd.

Legal Representative: Zhihong Jia

Address: #15 Huangpu Technology Park, Jiang’an District, Wuhan City

Mail Address: #15 Huangpu Technology Park, Jiang’an District, Wuhan City.

Postal Code: 430023

Telephone:  027-65694977        Fax: 027-65694977

Pledgee: Evergrowing Bank Huanshan Branch

Person in Charge: Shuyun Zhang

Mail Address: No.116 Huanshan Road, Zhifu District, Yantai City

Postal Code: 264000

Telephone:  0535-6621197        Fax:  0535-6621197

In view of Wuhan Kangbo Biotech Limited ( Debtor) signed the Contract No. 2017 Lend 280001120011Working Capital Loan Contract ( Contract) with the Pledgee, in order to guarantee the obligation be achieved under the Contract, the Pledgor agrees to pledged movables. In order to clarify two parties’ obligations, the two parties signed the Agreement under the consensus.

Article 1 Collateral Material

Article 2 Major Obligation and Scope of the Guarantee

2.1 The major obligation of the guaranty is the principal under the Agreement RMB (Amount in words) ONE BILLION ; interest: 4.75% ; Maturity Date: 1/10 2018

2.2 The scope of guarantee is the principal, interest, default interest, liquidated damages, damage awards, safekeeping fee, and fees for the Pledgee realizes the obligations and pledge of rights and so on. The fees for Pledgee realizes the obligations and pledge of rights including but not limited to collect fees, legal costs (or arbitration fees), asset safekeeping fees, execution fees, the lawyers’ fees, announcement fees, evaluation fees, auction fees and so on.

2.3 When part of the Agreement is invalid, it will not make any impact to the validity of the Agreement; when the whole Agreement is invalid, the Debtor shall undertake return liability and compensation liability and the Pledgor promises to take corresponding joint liability after the Agreement is invalid.

Article 3 Transferring and safekeeping the collateral

3.1 The Pledgor shall transfer the collateral to the Pledgee on the date of signing the Agreement. If the collateral attached with document of title, the Pledgor shall provide the document of title to the Pledgee as well.

3.2 The Pledgee shall keep the collateral in safe; the Pledgee can authorize an independent third party to keep the collateral if the Pledgee believes it is necessary. The Pledgee shall bear the corresponding liability if the collateral gets lost, damaged or causes a loss to the Pledgor.

Article 4 Insurance

4.1 The Pledgor shall buy insurance for the collateral according to the requirement of the Pledgee, the insured amount shall not lower than the creditor’s rights interest under the Agreement, insurance period shall not shorter than the execution period under the Agreement, and shall appoint the Pledgee as the first beneficiary of the insurance rights. After completing the insurance procedures, the Pledgor shall send the original policy to the Pledgee.

4.2 For the effect duration of the Agreement, the Pledgor shall pay the insurance fee on time, and shall fulfill the necessary obligation for maintaining the valid of the insurance.

4.3 If the Pledgor cannot pay the insurance fee or renew the insurance, the Pledgee has right to cover the insurance, renew the insurance by its own, pay the insurance fees or adopting other methods to maintain the insurance validity. The Pledgor shall provide necessary assistance and shall bear the related insurance fees and other expenses for the Pledgee.

4.4 If any insurance accident happened, regarding to the insurance compensation, the Pledgor agrees the Pledgee has rights to choose any methods below to deal with the event, and shall assist the Pledgee with related procedures:

Article 5 The Pledgor’s Representations and Warranties”

5.1 The Pledgor is a lawfully established and legally existence independent civil subject, has full ability of civil rights and capacity for civil conduct, could perform the contractual obligation on its own and undertake civil liability.

5.2 Signing and performing the Agreement are under the Pledgor’s true intention, and has gained all necessary and legal internal and external approval and authorization to sign this Agreement.

5.3 All documents, reports and statements provided by the Pledgor according to law and requirement of the Pledgee are valid, lawful, true, correct and complete.

5.4 The Pledgor has fully right of disposal and ownership to the collateral, if the collateral is mutual owned by the two parties, the right of disposal shall get common approval and agreement.

5.5 The collateral neither has any flaws, nor be sealed off, detained, supervised, and there is no disputes, mortgage, pledge, lawsuit (arbitration) situations.

Article 6 The Pledgor Obligation

6.1 When the collateral be damaged or the value has obvious decrease probability, the Pledgor shall renew the guaranty according to the Pledgee’s requirement.

6.2 The Pledgor shall undertake the fees for collateral’s notarization, identification, safekeeping, maintenance under the Agreement.

6.3 When having disputes regarding the ownership of the collateral, or the right of pledge be affected or has probability to be affected by any third party, the Pledgor shall inform the Pledgee in written form immediately and support the Pledgee with adopting related measures.

6.4 Before the Debtor paying back all the debt under the Agreement to the Pledgee, the Pledgor shall not exercise the right of recovery under the Agreement to the Debtor or other guarantees.

6.5 The Pledgor shall assist with the Pledgee to exercise the right of pledge and will not create any barriers.

6.6 If the Pledgee and the Debtor changed the Agreement, the Pledgor shall undertake the corresponding guarantee responsibilities.

Article 7 The Realization of the Pledge Right

7.1 If any of the conditions at below occurred, the Pledgee has right to auction, sell the collateral, and should be paid in priority from the collateral sales and auction.

1) The whole or part of the debt principal or interest under the Agreement expires; the Pledgee gets no payments;

2) According to the Agreement, the Pledgee can realize the creditor’s right and pledge right in advance.

7.2 The Pledgor does not implement the Article 6.1 and provides another guarantee, the Pledgee has right to auction, sell the collateral, the proceeds obtained from auction and selling shall be used to pay off the debt and other fees in advance; the Pledgor disagrees to pay off the debt in advance, the Pledgor shall deposit the proceeds into a margin account which appointed by the Pleadgee, and shall not withdraw without the Pledgee’s written consent. When the principal creditor’s right becomes due and does not get repayment, the Pledgee will get paid from this margin account directly.

Article 8 Guarantee Clause

8.1 The pledge right fails or not yet in effect or invalid because of any of the conditions below, the Pledgor shall undertake joint guarantee liability for the debt under the Agreement:

1) The Pledgor does not transfer the collateral to the Pledgee according to the Article 3.1

2) The Pledgor breaks the Article 5;

3) Other causes from the Pledgor.

8.2 The scope of the Pledgor’s guarantee is principal, interest, default interest, liquidated damages, damage awards under the Agreement and fees for the Pledgee’s pledge right execution. The Pledgee’s pledge right execution fees including but not limited to payment reminder fees, lawsuit( or arbitration), asset safekeeping fees, execution fees, lawyers, announcement fees, evaluation fees, auction fees and so on.

8.3 Guarantee period under the Agreement starts from the maturity date of the debt fulfilled period for two years.

When the Pledgor calls back the loan early according to the Agreement and claims the debt expires early under the Agreement, we see it as the debt fulfillment period meets its maturity earlier, guarantee period shall be moved up.

If the debt be paid by instalments, the debt guarantee period shall be accounted by instalment as well; the Pledgor undertakes the joint liability for two years which starts from every debt maturity date.

Opens bank acceptance draft, letter of credit, letter of guarantee in the debt fulfillment period, when the expired date comes, the date should be seemed as the Pledgee’s advances payment date.

The Pledgee claims the debt expires earlier; the claims date will be the debt fulfillment period maturity date.

8.4 The guarantee clause is independent from other articles under the Agreement, the guarantee clause effective condition is: the pledge under the Agreement is invalid or failed or not yet in effect because of the events occurred in Article 8.

Article 9 Liability for breach of contract

9.1 Any of the conditions at below happens to the Pledgor should be seemed as breach of the Agreement:

1) The value of collateral decreased or has probability to decrease, or any other events that might damage the collateral;

2) Violate Article 5

3) Violate Article 5

4) Violate other articles under the Agreement.

9.2 If the Pledgor breaks the contract, the Pledgee has right to adopt one or more measures at below:

1) Corrects the violate behaviors in limited time;

2) Claims the debt under the Agreement accelerates its maturity, requiring the Pledgor undertakes guarantee liability, and the Pledgee has right to manage the collateral in advance;

3) Requiring the Pledgor to pay liquidated damages __5__% of the debt;

4) Requiring the Pledgor to compensate the Pledgee if the liquidated damages are not enough to cover the economic loss;

5) Revoke the behaviors that damages the Pledgee’s interest;

6) The right of pledge is in effect or invalid because of the Pledgor, according to the Article 8 requiring the Pledgor undertakes the joint liability, the Pledgor shall authorize (irrecoverable) to the Pledgee, the Pledgee has right to deduct capital from any of the accounts of the Pledgor’s directly in order to pay the debt, the Pledgee shall inform the Pledgor timely after the deducting, if the Pledgor proves the deducted capital is protected by law which shall not be deducted, the Pledgee shall return the capital to the deducted account;

7) Call to account for the Pledgor undertaking the guarantee liability, breach the Agreement liability and relevant liability for damage in the scope of guarantee.

Article 10 Notice

10.1 Any notices or any methods of communication under the Agreement shall send to the address or other contact ways wrote down in the Agreement by written form.

10.2 If any contact information is changed, the party shall inform to the other party timely.

10.3 As long as send any notices or communications to the address above mentioned (if the address changed, shall subject to the new address), will be deemed as service date:

1) Letters, service date is the fifth date of posting;

2) Express mail, service date is the third date of posting;

3) Fax, service date is the very day;

4) Person transfer, the service date is the date the recipient signs in.

Article 11 Disputes Resolution

Any disputes, controversies regarding to the Agreement, the two parties could solve it by negotiation; if negotiation failed, the two parties shall adopt (1) method to settle. During the period of dispute, the two parties shall fulfill other provisions without disputes.

Article 12 Other Provisions

12.1 When signing the Agreement, the Pledgor and the Pledgee have clearly read and understood all the provisions of the Agreement. Both parties have no doubt about all the provisions and interpretations of the agreement and correctly understand the rights and duties clauses, limitation of liability and escape clauses’ intendment of law of the party involved.

12.2 “Collateral List” attached to the Agreement is an undivided part of the Agreement.

12.3 The Agreement comes into effect after the two parties' legal representative (person in charge) or authorized representative signs (or seals) and affixes the official seal; the right of pledge comes into effect when the collateral transferred to the Pledgee.

12.4 The Agreement is made out in __ copies. Each party holds one copy.

Article 13 Other Agreements.

The borrower has read all the provisions above. The lender has made corresponding explanations as required by the borrower. The borrower has no dissent on all clauses.

Evergrowing Bank Yantai Huanshan Branch Collateral List

Pledgor : Wuhan Kingold Jewelry Co., Ltd.

Agreement No.: 2017 Evergrowing Bank Lending No. 280001120011

Pledge Agreement No.: 2017 Evergrowing Bank Lending Asset Pledge No. 280001120011

Name: Gold

Unit: kg

Amount:

1650

2160

1660

Deposit Place: Wuhan Shuiguohu Branch, Industrial and Commercial Bank of China

Policy No.:

PQBA201742010000001039

PQBA201742010000001423

PQBA201742010000001038

Exhibit 10.43

Loan Contract

Party A (Lender): Wuhan KangBo Biotechnology Co., Ltd.

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

This contract is signed in line with relevant national law, regulation and rules after the consensus between the Party A and Party B.

Article 1 Amount and purpose of the loan: Party A agrees to extend loans to Party B (capitalization) One Billion Yuan , (in lowercase) ¥1,000,000,000 . Purpose of the loan is circulating fund supplement to purchase gold raw material.

Article 2 Life of loan: life of loan for this contract is one year, since Jan. 13, 2017 to Jan, 13, 2018. The actual loan date is not in line with above appointment and shall be subject to the actual loan date.

Article 3 Lending rate: The parties agree on an interest rate of 4.75% for this loan. The Interest should be paid monthly.

Article 4 Mode of repayment: The principal should be refunded once at the end of the repayment period.

Article 5 The Party B should obtain written consent from Party A once it replays the loan in advance.

Article 6 Rights and obligations of Party A:

It has the right to receive the principal of the loan in accordance with the stipulations of this contract.

Article 7 Rights and obligations of Party B:

1. Truthfully provide relevant documents, certificates and other materials, and accept Party A's supervision and inspection.

2. Guarantee that this loan is not used for illegal activities.

3. Acquire the principal of the loan in accordance with the provisions of this contract.

Aticle 8 Payment release:

The Party A will remit all its borrowings to the following Party B's accounts:

Account name:

Openging bank:

Account Number:

Article 9 Loan extension: If the Party B needs to extend the loan period, then it should submit an application in writing to Party A 60 days before the expiration of the loan. After the consent of Party A, the parties separately sign a repayment agreement.

Article 10 Liability for breach of contract

(I) Borrower's default and its liability for breach of contract

1. If the borrower takes one of the following circumstances, the lender has the right to stop the loan that has not been issued in this contract and recover the unpaid loan in advance:

(1) Provide false or illegal documents, certification materials, etc.;

(2) Failure to repay the loan principals on schedule;

(3) The loan is not used according to the agreed loan application;

(4) Does not accept or cooperate with the lender's inquiry or supervision of its loan usage;

(5) Being involved in material adverse litigation;

(6) Being subject to major administrative penalties by administrative agencies;

(7) Stopping production due to mismanagement;

(8) Concealing the company's financial status, operating conditions, or drawing funds (capital);

(9) There are taxes for stealing (escape), being ordered to suspend business for rectification, or being revoked (revoked) of a business license;

(10) There are situations which have any other serious impact on the ability to repay loans or lose credit.

(II) Lender's breach of contract and its liability for breach of contract: To the extent that the Party A is not able to issue loans to Party B in accordance with this contract, it shall be deemed as a serious breach of contract, and the Party A shall bear the direct expenses paid by other parties, and shall pay Party B a separate penalty of 0.5% of the total loan principal. .

Article 11 The formation, effectiveness and termination of the contract: This contract shall be established since the date of signature (seal) by all parties.

Article 12 Disputes arising from this contract shall be under the jurisdiction of the People's Court of the place where the contract is signed

article 13 This contract is made in two copies and each party holds one.

(The remainder of this page intentionally left blank. Signatures appear on the following page.)

Exhibit 10.44

Loan Contract by and between AVIC Trust Co.,Ltd
and Wuhan Kingold Jewelry Inc

Tianshun【2016】No.295

Contract No.: AVICTC2016X1139-1

Date

The Loaner: AVIC Trust Co.,Ltd

The Borrower (Party B): Wuhan Kingold Jewelry Inc.

Loan Contract

The Loaner (Party A): AVIC Trust Co.,Ltd

Residence: 24F/25F, Zhonghang Plaza, 1# Ganjiangbei Road, Honggutanxin Zone, Nanchang City, Jiangxi Province 

Business Address: Room606-612, 6F, 35#Shijinfang , Xicheng District, Beijing City

Post Code: 100033 

Legal Representative: Zhou Yanqing

Fax: 010-56823559 

Telephone:15101038298

Email:yqzhou@avictc.com

The Borrower (Party B): Wuhan Kingold Jewelry Inc. 

Residence: 15# Huangpu Science and Technology Park, Jiang’an District, Wuhan City

Post Code: 430023 

Legal Representative (Responsible Person): Jia Zhihong

Fax: 027-65694977 

Telephone: 027-65694977

Whereas:

Party A is a limited liability company validly existing and established under the laws, and Party B is an incorporated company validly existing and established under the laws; both parties hereto conclude and sign the Contract for mutual compliance and execution through negotiation according to relevant laws and regulations.

Article I Definition

Unless otherwise specified in the Contract or explained in the context, the terms and definitions in the Contract should have the same implications as those in other documents concerned.

1.1 The Contract: it refers to the Loan Contract (Contract No.: ) concluded and signed between Party A and Party B as well as any valid revision and supplementation concerned.

1.2 Loan issuance date: for each loan, it refers to the date when Party A issues the loan to Party B as agreed in the Contract, specifically the date indicated in the Loan Receipt corresponding to the loan. In case the initial loan issuance date is inconsistent with the effective date of the Contract or a certain subsequent loan issuance date is inconsistent with the actual capital appropriation date corresponding to the loan, the effective date of the Contract or the actual capital appropriation date corresponding to the subsequent loans should be regarded as the loan issuance date.

1.4 Interest settlement date: it refers to March 15, June 15, September 15, December 15 of each civil year and the loan expiry date. The interest settlement date should not be postponed.

1.5 Interest payment date: it refers to each interest settlement date, and in case the interest settlement date is a non-working day, the interest payment date should be postponed to the next working day.

1.6 Month: for each loan, it refers to the loan month calculated from the loan issuance date or the date corresponding to the monthly loan issuance date (including the current date; if no corresponding date in this month, it refers to the last day of current month) to the date corresponding to the loan issuance date of the next month (including the current date; if no corresponding date in this month, it refers to the last day of current month). The specific start date should be consistent with the date indicated in the Loan Receipt corresponding to the loan.

1.7 Year: for each loan, it refers to a loan year when the loan is issued for twelve months since the loan issuance.

1.8 Pledgor: it refers to Wuhan Kingold Jewelry Co., Ltd

1.9 Gold pledge contract: it refers to the Gold Pledge Contract (Contract No.: ) concluded and signed between Party A and the pledgor.

1.10 Yuan: it refers to RMB.

1.11 China: it refers to the People’s Republic of China (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region).

Article II Loan Amount

The total amount of the loan under the Contract is RMB THREE HUNDRED TEN MILLION ONLY (¥310,000,000.00).

Article III Intended Use of Loan and Supervision

3.1 The loan under the Contract should be used for supplementing the circulating fund of Party B.

Party B should strictly utilize the loan under the Contract as specified, and should not change the intended use of the loan without obtaining the written consent from Party A in advance. Moreover, Party B should not utilize the loan for fixed asset investment, equity investment, securities investment, land banking, real estate development, etc., or for other projects violating national laws & regulations and policies.

Article IV Loan Term

4.1 corresponding loan term should be twenty four months since each loan issuance date.

4.2 In case of any condition agreed in the Contract, Party A has the right to announce the accelerated expiry of all or part of the loans.

Article V Interest Rate, Arrangement Fee, Interest Accrual, Interest Settlement, Interest Payment and Default Interest

5.1 Borrowing rate

The borrowing rate under the Contract is the annual interest rate, namely 8%/year.

5.2 Interest settlement

The loan interest for the period from the loan issuance date (including) or the previous interest settlement date (including) to current interest settlement date (excluding) should be calculated on the corresponding interest settlement date under the Contract, and the last interest settlement date of the loan under the Contract should be the principal repayment date of the loan under the Contract, and both the principal and the interests accrued should be paid off on that day.

Compounding the interest rate, the loan interest rate is divided into two parts: loan interest rate (R) = loan interest rate of the first part (RI) + loan interest rate of the second part (R2) +, where R = 8.00%/year, R1 = 1.50%/year, R2 = 6.50%/year.

(a) The loan interest rate is the part of R1. The settlement date of the corresponding interest is within 5 working days after the release of loan. The settlement amount is: the actually issued loan principal *R1*2. If the loan is issued in separate pens, then the interest rate for each loan is R1, and the settlement date of the corresponding interest and the amount of interest are calculated according to the formula.

(b) The loan interest rate is the part of R2. The settlement date of the corresponding interest is 20 days from the end of each fiscal quarter after the release of loan. The amount of interest is: ∑ (the current balance of each principal loan in the current period*R2* the calendar days of the actual existence of each loan in the current period/ 360).

(c) Current term refers to the concept set for determining a certain period of time within the trust plan/trust period: If the current period between the interest date of each trust loan is the period from the previous trust loan settlement date (inclusive) to the next trust loan settlement date (excluding); but the first current period is the time period from the establishment date of the trust plan (inclusive) to the time period of the first trust loan settlement date (exclusive); the last current period is the time period between the end date (excluding) of the trust plan and the date of the most recent settlement date (inclusive).

Article VI Loan Issuance

6.1 Only when the following conditions can be met, Party A has the obligation to issue the loan agreed in the Contract to Party B:

(1) Party B and other parties concerned should have provided their necessary and legally valid internal and/or external approval and authorization documents for relevant issues according to validly existing laws & regulations, articles of incorporation or other organization documents;

(2) Such transaction documents as the Contract, the Gold Pledge Contract and the Guaranty Contract should have been signed and come into effect;

(3) The notarial procedure for the compulsory execution of the Contract, the Gold Pledge Contract and the Guaranty Contract should have been completely handled;

(4) The pledge registration procedure should have been completely handled, and the pledged gold should have been sealed and stored in the safe deposit box of a local bank in Wuhan;

(5) All pledged objects should have been insured to the People’s Insurance Company of China (PICC), and PICC should have issued the insurance contract in which Party A is the first beneficiary;

(6) As of the loan issuance date, any statement and guarantee made by Party B should be truthful, accurate and valid, and the financial condition of Party B should be basically as the same as that at the contract signing, without any significant adverse change;

(7) As of the loan issuance date, the loan issued by Party A to Party B according to the Contract should not violate any laws & regulations or any stipulation of the supervision department;

(8) The business condition of Party B (including but not limited to the financial condition) should not have any substantial change which may bring significant adverse influence on the transactions under the Contract;

(9) The loan under the Contract should not be prohibited or restricted by any law, regulation, rule or other normative document, or any supervision organization;

(10) Other conditions required by Party A.

6.2 Party A should, within [three] days after all preconditions specified in Article 6.1 are met (except that one or more preconditions are clearly exempted by Party A), issue the loan to the following account of Party B:

Deposit Bank:

Bank Account:

Account Name: Wuhan Kingold Jewelry Inc.

Article VII Repayment

7.1 Repayment principle

Any repayment from Party B under the Contract should be firstly for the interest accrued and then for the principal, but Party A has the right to use the repayment from Party B to pay various expenses that should be borne by Party B but is paid by Party A therefor and the expense for realizing the creditor’s right of Party A.

In case the repayment from Party B is not enough to settle the due payable for Party A under the Contract (including but not limited to loan principal, interest, default interest, compound interest, default penalty, damage compensation, expense for realizing the creditor’s rights of Party A and other accrual expenses), Party A has the right to determine the repayment sequence of loan principal, interest, etc.

7.2 Principal and interest repayment

Party B should pay the due interest to Party A on each interest payment date as agreed in Article 5.4 of the Contract, and the last interest payment date should be the principal repayment date of the loan under the Contract, and the principal and the interests accrued should be paid off on that day.

7.3 Prepayment

(1) Party B may, after each loan is issued for twelve months, request for the prepayment of the loan concerned, but must apply to Party A in a written form at least [sixty] days in advance.

(2) The interest rate agreed in the Contract should not be changed, regardless of the prepayment of Party B.

(3) The interest for the prepayment of Party B should be collected as agreed in the Contract. In case the loan term in current month is less than thirty days, the interest accrued should be also calculated according to thirty days; in case the loan term in current month is more than thirty days (including), the interest accrued should be calculated according to the actual borrowing days.

(4) In case of prepayment, Party B must once pay off the loan principal and interest.

Article VIII Loan guarantee

8.1 Party B should provide the following guarantees for all debts under the Contract (including but not limited to loan principal, interest, default interest, compound interest, default penalty, damage compensation, all expenses for the realization of the creditor’s rights of the lender and other expenses payable):

(1) Pledge: Party B should provide legally owned gold with the content not less than 99.99% as the pledge guarantee to Party A. Please refer to the Gold Pledge Contract for the specific information.

(2) Guarantee: the actual controller — Jia Zhihong of Party B should provide guarantee for all debts under the Contract. Please refer to the Guaranty Contract No.:AVICTC2016X1139-3 for the specific information.

Article IX Party A’s Rights and Obligations, Statement and Promise

9.1 Party A’s rights

(1) Party A has the right to collect loan principal and other funds incurred from Party B;

(2) Party A has the right to request Party B to provide the latest financial statement audited by an accounting firm and all information regarding the loan under the Contract;

(3) Party A has the right to know the production & operation and financial activities of Party B;

(4) Party A has the right to report Party B’s default behaviors, including avoidance of Party A’s supervision, principal and interest arrears and other default behaviors, to relevant department or unit;

(5) Party A has the right to personally implement the after-loan management for the loan issued thereby or employ the third party to do the same, including but not limited to the acquaintance and the field inspection of Party B’s production & operation and financial activities, loan utilization, funds or other matters agreed in the Loan Contract ;

(6) In case Party B fails to repay the loan principal and interest as scheduled at a full amount, Party A or the third party employed thereby has the right to take collection actions (including but not limited to short message, email, telephone, etc.), and all expenses incurred by the collection, including but not limited to express fee, counsel fee, travel expense, etc., should be borne by Party B;

(7) In case the condition specified in Article XI of the Contract occurs and Party A believes that the creditor’s rights thereof under the Contract may be endangered or Party B violates the Contract, Party A has the right to announce the immediate expiry of all loans under the Contract and request Party B to immediately repay all outstanding principals and interests;

(8) Other rights that Party A should entitle according to laws & regulations and the Contract.

9.2 Party A’s obligations

(1) Party A should issue the loans as agreed in the Contract, except the delay caused by Party B or other reasons not attributed to Party A;

(2) Party A should have the confidentiality responsibility for relevant financial information and production & operation business secrets provided by Party B, except that such information should be disclosed as required by laws & regulations and the supervision department or the administrative department, or is disclosed to the intermediary organ employed thereby.

9.3 Party A’s statement and promise

Party A states and promises as follows:

(1) Party A is a limited liability company validly existing and established under laws, and has the subject qualification for signing the Contract;

(2) Party A signs and performs the Contract for the truthful intentions thereof, and has obtained all necessary legal authorizations, and completely handled all legal procedures for signing and performing the Contract;

(3) Party A will issue the loan to Party B as agreed, and the contract signing and performance will not violate any obligation under the Loan Contract .

Article X Party B’s Rights and Obligations, Statement and Promise

10.1 Party B’s rights

(1) Party B has the right to withdraw and utilize the loan according to the loan term and the intended use agreed in the Contract;

(2) Party B has the right to request Party A to bear the confidentiality responsibility for relevant financial information and business secrets regarding production & operation, except that such information should be disclosed according to laws & regulations, rules and the Contract.

10.2 Party B’s obligation

(1) Party B should withdraw the loans as agreed in the Contract;

(2) Party B should, as required by Party A, provide relevant financial accounting information and production & operation information to Party A, including but not limited to balance sheet, profit and loss statement, cash flow statement, loan utilization, and should be responsible for the authenticity, legality, completeness and validity of the information provided thereby;

(3) Party B should utilize the loans as agreed in the Contract, and should not occupy or embezzle for other purposes or utilize for the projects violating national laws & regulations and policies;

(4) Party B should positively cooperate for and conscientiously accept the inspection and supervision from Party A or the third party employed thereby, upon the production & operation and financial activities and the utilization of the loans under the Contract;

(5) Party B should pay the loan principal and interest and other payables as agreed in the Contract;

(6) Party B should bear the expenses of relevant insurance under the Contract;

(7) Party B and the investors thereof should not secretly withdraw the funds or transfer assets to avoid the debts owed to Party A;

(8) In case of transferring all or part of the debts under the Contract to the third party, Party B should obtain the corresponding consent from Party A in advance;

(9) In case of changing name, legal representative (responsible person), residence, business scope, registered capital, etc. within the contract term, Party B should inform Party A in a written form within ten days after occurrence;

(10) In case of involving in insurance acceptance, rent, shareholding reform, joint operation, consolidation, merge, separation, joint venture, capital reduction, stock right transfer, major assets transfer and other behaviors which are sufficient to influence the realization of the creditor’s rights of Party A within the contract term, Party B should inform Party A in a written form at least thirty days in advance and obtain the corresponding consent, and should pay off and guarantee the debts under the Contract; or else, the above behaviors should not be allowed before all debts are paid off for Party A;

(11) In case Party B suffers from business suspension, bankruptcy, dismission, rectification, business license cancellation or revoking, etc. within the contract term, the Contract should be deemed to be expired. Party B should inform Party A in a written form within three days after occurrence and immediately repay the loan principal and interest;

(12) In case Party B involves in the events that may threaten the normal operation thereof or bring significant adverse influence on the performance of the repayment obligation under the Contract, including but not limited to major economic dispute, litigation, financial condition deterioration, production & operation difficulty, bankruptcy, dismission, business suspension for rectification, business license cancellation or revoking, etc. within the contract term, Party B should inform Party A in a written form within three days after occurrence, and should pay off and guarantee the debts under the Contract as required by Party A;

(13) Party B should guarantee various guarantors (if any) to cooperate with Party A for concluding and signing various guaranty contracts (if any) and handle relevant notarization and registration procedures, etc;

(14) In case any guarantor under the Contract involves in production suspension, business suspension, registration cancellation, business license revoking, bankruptcy, etc., or completely or partially loses the guarantee capability for the loan concerned, Party B should timely provide other guarantees accepted by Party A;

(15) Within the contract term, Party B should not provide dividends to the shareholders;

(16) Party B should bear all responsibilities for the losses caused thereby to Party A.

10.3 Party B’s statement and promise

Party B states and promises to Party A as follows, and Party A issues the loans under the Contract according to such statement and promise:

(1) Party B is a validly existing legal entity registered under the laws and the regulations of the People’s Republic of China. As of the loan issuance date, Party B is continuously under normal operation state, without any existing or reasonably predicted factors probably influencing the continuous and normal operation thereof within the contract term;

(2) Party B signs and performs the Contract for the truthful intentions thereof, and has obtained all necessary legal authorizations; the above authorizations and the contract signing and performance behaviors under the authorizations should not violate articles of incorporation or other organization documents or any binding laws, regulations, rules and other normative documents, judicial decision, contract, promise or arrangement; the procedure for signing and performing the Contract should have been completely handled and is legally valid;

(3) All documents, information, statements, vouchers, etc. provided thereby to Party A under the Contract should be truthful, accurate, complete and legally valid, without any misleading statement, false record or significant omission;

(4) Party B should not conceal any existing or probably existing conditions probably enabling Party A to disagree the loan issuance under the Contract, including but not limited to:

1) Significant discipline violation, law violation or claimed compensation concerning Party B or the main responsible persons thereof;

2) The default events under the contract concluded and signed with any other creditor;

3) Such dispute events as litigation and arbitration;

4) The debts borne thereby and the guarantees provided thereby;

5) Other conditions probably influencing the financial condition and the debt paying ability.

(5) Party B should agree Party A to check the credit status thereof from People's Bank of China, the credit database approved to be established by the competent department for credit investigation, relevant unit and department, or reasonably utilize and disclose the information for business needs;

(6) The legal documents corresponding to the existing financing and/or guarantee (if any) should exclude any article which restricts Party B for re-financing and/or providing guarantee, or which may influence the performance of Party B’s obligations under the Contract.

In case of contract modification, supplementation or alteration, Party B should be deemed to repeatedly make the above statement and promise.

Article XI Default Responsibility

11.1 Default

(1) In case of any one of the following conditions, Party B should be deemed to violate the Contract:

1) Party B fails to provide truthful, complete and valid financial accounting information, production & operation information and other relevant information as required by Party A, or conceals the information probably influencing the debt paying ability thereof;

2) Party B fails to utilize the loans as agreed by both parties, or refuses or obstructs Party A or the third party employed thereby to supervise and inspect the loan utilization;

3) Party B fails to repay the loan principal or any interest or other payables (if any);

4) Party B transfers assets or secretly withdraws the capitals to evade debts;

5) Party B suffers from business deterioration and financial condition deterioration, cannot pay off the due debts, involves in or will involve in major litigation or arbitration procedure or other legal dispute, bears any other debts, etc., and Party A believes that the above events may influence or have influenced or damaged the rights and interests thereof under the Contract;

6) Party B involves in contracting, rent, consolidation, merge, joint venture, separation, joint operation, shareholding reform, registered capital reduction, or has other behaviors for business pattern change or business mechanism transform, and Party A believes that the above events or behaviors may influence or have influenced or damaged the rights and interests thereof under the Contract;

7) Party B changes legal representative/controlling shareholder/actual controller, or cannot normally perform the duty thereof or involves in major economic dispute or suffers from financial condition deterioration, compulsory measure, right limitation or unavailable contact, etc.;

8) Any other debt borne thereby has influenced or may influence Party A upon the obligation performance thereof under the Contract;

9) Without the consent from Party A, Party B provides dividends to the shareholders within the contract term;

10) Party B involves in such legal procedures as trusteeship, take-over, rectification, reconciliation, reorganization, bankruptcy or dismission, or the business license thereof is forcedly revoked by relevant authority, or Party B is ordered by relevant authority to be suspended, closed, cancelled or dismissed;

11) In case the enterprise and/or the guarantor affiliated to Party B, the associated party or the actual controller are/is believed by Party A to be under significant adverse situation, or have/has any violation behavior against any project cooperation with Party A, the associated party or other third party of Party A, or against any contract signed thereby, Party A has the right to take the remedy measure for the breach of contract as agreed in Article 11.2 of the Contract; in case of severe default, Party A has the right to announce the termination of all project cooperation with Party B;

12) Party B violates other articles of the Contact or involves in other events that, in Party A’s opinion, influence the realization of the creditor’s rights thereof;

(2) In case the pledgor involves in any one of the following conditions, Party A believes that such condition may influence the guarantee capability of the pledgor and requests the pledgor to eliminate the adverse effect caused thereby, but the pledgor and Party B fail to cooperate, or Party B refuses to provide the new guarantee accepted by Party A and/or other remedial measures, Party B should be deemed to violate the Contract:

1) When signing the Gold Pledge Contract , the pledgor conceals the equity disposal of the pledge from Party A, including but not limited to pledge rent & selling, the pledgor’s behaviors for transfer of usufruct & management right and long-term rent collection, pledge hypothecation & mortgage, etc.;

2) The third party causes the damage, loss or devaluation of the pledge, but the pledgor fails to provide the damage compensation as agreed in the Gold Pledge Contract ;

3) The pledgor’s behavior is sufficient to devaluate the pledge, and Party A requests the pledgor to stop such behavior and recover the pledge or provide the corresponding guarantee, but the pledgor refuses or fails to implement as required by Party A;

4) Without the written consent from Party A, the pledgor disposes the pledge through donation, transfer, rent, repeated mortgage, migration or other modes, or sets other rights upon the pledge;

5) Although the pledgor is agreed by Party A to dispose the pledge, but the revenue obtained from the pledge disposal is not disposed according to the Gold Pledge Contract ;

6) The pledge damage, loss or devaluation is sufficient to influence the debt settlement under the Contract, and the pledgor fails to timely recover the pledge value or provide other guarantees accepted by Party A or supplement the corresponding cash as agreed in Article 11 of the Gold Pledge Contract ;

7) The compulsory execution notarization is not handled according to the corresponding regulations of the Contract and the Gold Pledge Contract ;

8) The pledgor’s other default behaviors specified in the Gold Pledge Contract .

11.2 Remedy measure for breach of contract

In case of any default event mentioned above, Party A has the right to take one or more following measures:

(1) Stop issuing loans granted to Party B

(2) Announce the immediate expiry of the loan, beforehand collect all loan issued thereby, request Party B to immediately pay off the loan principle, interest and other relevant funds under the Contract;

(3) Collect the default penalty from Party B at [20]% of the loan principal;

(4) Perform the guarantee right;

(5) Terminate the Contract and various guaranty contracts (if any);

(6) Other measures specified in laws & regulations, the Contract and the accessory contract;

Where Party A realizes the creditor’s rights under the Contract through litigation due to Party B’s default behavior, Party B should bear the reasonable expenses (including but not limited to legal fare, reasonable counsel fee, etc.) for Party A to realize the creditor’s rights thereof.

Article XII Contract Alteration and Termination

Unless otherwise specified in the Contract, after the Contract comes into effect, any party should not unilaterally alter or terminate the Contract. Any contract modification or alteration must be agreed by both parties through negotiation, and the corresponding written agreement should be provided.

Article XIII Applicable Laws and Dispute Solution

13.1 In case of any dispute caused by the Contract or pertinent to the Contract, the parties concerned should solve such dispute through negotiation or conciliation; if failed, both parties should submit the dispute to the jurisdictional people’s court at the place where Party A is located.

13.2 The establishment, interpretation, performance and dispute solution of the Contract are all applicable to existing laws, administrative regulations and rules in China.

13.3 During dispute solution, the articles of the Contract, not involved in the dispute, should be continuously executed, and both parties should not refuse to perform any obligation under the Contract on the excuse of dispute solution.

Article XIV Compulsory Execution Notarization

14.1 Both parties hereto jointly confirm that within three working days since the contract signing, both parties are willing to apply to the notary office for handling the compulsory execution notarization for the Contract.

14.2 Party B promises: in case of failing to perform or incompletely performing the obligations under the Contract, Party B is willing to accept the compulsory execution of the judiciary authority concerned, without the need of any judicial proceedings; Party A may, according to Article CCXXXVIII of the Civil Procedure Law , directly apply to the jurisdictional people’s court for compulsory execution, without the need of any judicial proceedings, and Party B should waive the defense right for Party A’s direct application for compulsory execution.

14.3 Both parties hereto jointly confirm: both parties have completely and clearly understood the implication, content, procedure, effect, etc. of the compulsory execution in relevant laws & regulations and normative documents.

14.4 In case Party B fails to perform or improperly performs the notarized debt claim with compulsory execution effect, Party A has the right to apply to the notary organ for issuing the execution certificate. Party B promises to fully cooperate for Party A’s application behavior (including but not limited to the cooperation for the verification procedure at the notary office). In case Party B fails to perform the mentioned obligations as scheduled, Party B hereby confirms: under the absence of Party B, after the notary office completes the verification according to Party A’s application and the internal procedure thereof, the verification procedure should be deemed to be completed at the notary office, and Party B should completely accept the legal consequence incurred thereby.

14.5 This article is preferentially applicable to Article 13.1 of the Contract. The expense for the application of the compulsory execution should be borne by Party B.

Article XV Notification and Delivery

15.1 In case one party changes the contact information, the party concerned should inform the other party in a written form (fax or EMS should be valid) within three days since the change of the contact information; or else, when the party not changing the contact information informs the other party in a written form — fax or EMS according to the contact information indicated in the Contract, relevant information should be deemed to be delivered.

15.2 The notification should be deemed to be delivered to the informed party on the following date:

(1) The notification sent by a specially-assigned person should be deemed to be effectively delivered on the delivery date;

(2) The notification sent as a registered letter should be deemed to be effectively delivered on the third day after mailing (postmark as the voucher);

(3) The notification sent by fax should be deemed to be effectively delivered when the fax machine generates the corresponding confirmation for successful transmission;

(4) The notification sent by EMS should be deemed to be effectively delivered on the second day after mailing (postmark as the voucher);

(5) The notification sent by email should be deemed to be effectively delivered on the date when the successful transmission information is displayed in the mail system of the sender.

Article XIV Other Issues

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

16.2 The Loan Receipt under the Contract and relevant documents confirmed by both parties should be deemed as an integral part of the Contract.

16.3 Party B should have read all articles of the Contract, completely known and comprehensively understood the implications of the articles of the Contract and the corresponding legal consequence. As required by Party B, Party A should have interpreted the corresponding articles of the Contract.

16.4 During contract performance, in case Party A fails to perform or timely perform any right under the Contract, Party A should not be deemed to waive this right and such behavior should not influence the performance of other rights of Party A or the performance of any obligation of Party B under the Contract. All right waivers should be made in a written form.

16.5 The statements and the promises mentioned in the Contract should be separated from and independent of each other. Unless otherwise specified clearly or agreed by both parties in a written form, any statement or promise should not be expressed or restricted on the excuse of any opposite implication probably included in any other article of the Contract. In case an article or a part of an article of the Contract is or will be invalid, such invalid article or invalid part should not influence the Contract and the validity of the other articles or the other contents of the articles therein.

16.6 Any violation against any statement or promise clearly indicated and agreed in the Contract should be deemed as a default behavior.

16.7 Both parties hereto should prepare and sign or guarantee to prepare and sign the further actions, behaviors, events and documents needed for executing the articles of the Contract in order to fully achieve the expected purpose of the Contract.

16.8 Any title for an article of the Contract is only for convenient reading, and should not be deemed as a part of the Contract in any case or as the restriction to the article concerned.

16.9 The Contract should be deemed as a complete document concluded and signed by both parties for the issues concerned. The Contract and any annex of the Contract should be deemed to compose all agreements concluded between both parties. In case of any inconsistency between the Contract and the letter of intent previously signed by the parties or any other legal document or any written or oral agreement, the Contract should prevail.

16.10 The Contract should come into effect since being signed (or stamped) by the legal representatives/responsible persons of both parties and stamped with the corresponding official seal (or special seal for contract), and should be terminated on the date when the loan principal, interest, default interest, default penalty and other payables (if any) are paid off.

16.11 The Contract is made into [nine] parts with equal legal effect. Party A holds [three copies], Party B holds [two] copies, and the rest copies are used for handling the compulsory execution notarization, mortgage (pledge) procedure, etc.

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

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(This is the signature page of the Loan Contract (Contract No.: “”), no text)

Date of Contract Signing:

Place of Contract Signing:

Exhibit 10.45 

No.         

Loan Agreement of Circulating Funds

Evergrowing Bank

Signing Location: Qixia, China

Loan Agreement of Circulating Funds

Borrower (The Borrower): _ Wuhan Kingold Jewelry Co., Ltd  

Legal Representative/ Principal:  Zhihong Jia

Address:  Te #15 Huangpu Technology Park, Jiang An District, Wuhan  Postcode:  430023  

Telephone: __ 027-65660346 _____ Fax:  027-65660703

Lender (The Lender): Evergrowing Bank Co., Ltd. _ Qixia Branch  

Legal Representative/Principal: __ Jinying Liu  

Address: _ No. 346 Xiaguang Road, Qixia City  Postcode:  265300

Telephone: _ 0535-5265870 _____________ Fax:  0535-5221571

Since the Borrower applies for loan from the Lender, to specify the rights and obligations of both parties, the Borrower and the Lender reach consensus through consultation and agree with following agreement.

Article 1 Loan

1.1 Currency:  RMB .

1.2 The amount of loan under the Agreement is: _ TWO HUNDRED MILLION.

1.3 This loan should be used for  Purchasing Gold  only.

1.4   The life of loan under the Agreement is from  February 24, 2017 to  February 19, 2018 .

The life of loan is from the date of issuing the first loan under this Agreement to the date when Borrower pays back the principal and interest under the Agreement.

Article 2 Interest Rate of Loan and Interest Settlement

2.1 The interest rate of loan under the Agreement uses the way in _2.1.1__ as follows:

2.1.1 Fixed rate, i.e. __4.75_%. (Year) During the life of loan, it is unchangeable and will not adjust basing on national interest.

2.1.2 Floating interest rate, i.e. ___∕__ (choose “rising” or “lowering”) _∕__% based on the benchmark interest rate of value date. If the People’s Bank of China adjusts the benchmark interest rate during the loan term, following  /  is used as the interest rate adjustment date:

If the People’s Bank of China changes the benchmark interest rate into floating interest or calls the benchmark interest rate, the parties should adjust the loan interest under mutual discussion, but the interest after the adjustment should be not lower than the interest before; if after ___∕__ month from the date when the People’s Bank of China adjusts the interest, the two parties have not reached a consensus regarding the adjusted interest rate, the Lender has right to declare the acceleration of maturity regarding the loan under this Agreement.

2.1.3        /        (foreign currency) interest        /       ;

2.1.4                         /                       .

2.2 Interest settlement

2.2.1 Daily interest = monthly interest rate / 30, monthly interest rate = annual interest rate / 12.

2.2.2 Normal interest = agreed rate of interest under this agreement × loan amount × usage days been used. The usage days should start from the lending day to the date of expiry.

2.2.3 The interest settlement of loan under the Agreement is based on the following __SECOND__ way. When the loan expires, the principal and interest should be repaid. The interest settlement date is the interest payment date.

2.3 Default interest

2.3.1 If the Borrower fails to use the loan in accordance with the agreed purposes, or the Borrower fails to repay the loan within the agreed deadline and has not reached agreement on extension with the Lender (so it is overdue loan), the Lender has the right to get the default interest for the misappropriated loan or overdue loan according to the default interest rate under this Agreement.

2.3.2 If the loan currency is RMB, when the Borrower fails to repay the loan within the agreed deadline, the default interest rate will increase by 50% regarding the overdue loan; when the Borrower fails to use the loan in accordance with the agreed purposes, the loan interest rate will increase by 100% regarding the misappropriated loan. If the People’s Bank of China adjusted the benchmark interest rate, the floating interest loan is overdue or misappropriated, the Lender has the right to adjust the default interest rate, and applies the new default interest since the interest adjustment date of the People’s Bank of China. If the loan currency is foreign currency, the default interest rate is: increase        /        basing on the agreed interest rate.

2.4 If the Borrower repays or the Lender calls in loan in advance, the relevant interest will not be adjusted and the agreed interest rate still applies.

Article 3 Issuance, Payment and Repayment of Loan

3.1 The Borrower can draw the loan amount by several allocations, but the sum of all allocations does not exceed the amount provided by Article 1. The drawing shall comply with following allocation plan:

DD  3.2 The Lender is only obliged to loan when the following conditions are met constantly:

3.3 The Borrower appointed the account below as the loan account:

Account Name :  Wuhan Kingold Jewelry Co., Ltd.

Account No.:  853547010122804701

Bank Name :  Evergrowing Bank Qixia Branch.

3.4 The actual date of lending and the amount is subject to the Loan Certificate.

3.5 The Borrower shall go through the drawing procedure at least three bank business days in advance, send the application of drawing to the Lender to meet the amount payment need for the future  /  days, and clarify the way of payment (entrusted payment by the Lender or the direct payment by the Borrower).

3.6 Entrusted payment by the Lender is that after the loan is issued pursuant to this Agreement, the Lender pays the loan to the counterparty of the Borrower who conforms to the agreed purposes of the Agreement, according to the entrusted payment power of attorney of the Borrower.

The lender entrusted payment is used if any of the conditions below is met:

(1) The amount of one payment is more than  ZERO Yuan  (this amount is the limit of entrusted payment).

(2)        /         .

If the entrusted payment of the Lender is the way of capital payment, the Borrower should send Loan Capital Payment Power of Attorney. The Lender reviews the Credit Usage Application, Loan Capital Payment Power of Attorney, Loan Certificate and relevant payment transaction documents (including but not limited commercial contract, invoices and goods receipts). If the application conforms with this Agreement and the relevant payment transaction documents, the Lender will pay the loan capital to the counterparty of the Borrower according to the agreed purposes of the Agreement. If the planned payment of the Borrower is not in compliance with the this Agreement, the corresponding commerce agreement, proof materials or has any other default, the Lender has the right to refuse to pay and return the payment power of attorney submitted by the Borrower.

If the Lender agrees to pay, but since the information provided by the Borrower is wrong so it can’t be paid, or the payment is refunded, the Borrower shall resubmit relevant certificate and documents with correct information before the deadline provided by the Lender. The Lender does not bear the loss of the Borrower caused by the payment failure.

If the Lender pays to the wrong party because the information provided by the Borrower is wrong, the Lender does not bear any responsibility to the Borrower. The Borrower still needs to repay the principal and the interest for the part of wrong payment.

3.7 Direct payment by the Borrower means, after the Lender pays the loan to the account of the Borrower according to this Agreement, the Borrower directly pays to its counterparty according to the agreed purposes of the Agreement.

For loan amount payment not exceeding  /  Yuan, and the Borrower and the Lender do not agree to adopt entrusted payment, the direct payment by the Borrower will be used.

If direct payment is used, the Lender has the right to examine if the loan payment conforms to the agreed purposes by ways such as account analysis, certificate review, and on-site investigation. The Borrower shall cooperate with the Lender about the examination.

3.8 The Borrower shall pay back according to the deadline in Article 1.4 and following plan. If the Loan Certificate states a deadline different with this Agreement, the Loan Certificate prevails.

3.9 Loan capital recovery account.

The Borrower shall open specialized loan capital recovery account from the Lender  ( Account Name:  Wuhan Kingold Jewelry Co., Ltd.  Account No.:  853547010122804701,  Bank Name:  Evergrowing Bank Qixia Branch.) , so the Lender can recover the loan capital. The capital recovery account is used to receive the relevant sales revenue or planned repayment capital. If the relevant sales revenue are calculated in non-cash way, the Borrower shall insure that the capital is allocated to the recovery account on time after receipt. In the meanwhile, the Borrower shall provide the loan capital recovery account details to the Lender  Every quarter  (week/ month/ quarter).

DD  3.10 If the Lender receives loans in advance according to Article 8 of this Agreement, it deems that the loan deadline advances accordingly.

DD  3.11 If the Borrower prepays the loan, the Borrower shall send the application in writing 30 days in advance for consent by the Lender. When the Borrower prepays the loan, the Lender has the right to charge the loan interest according to the Agreement in the actual loan period, and charges the repayment procedure fee which is    ∕  % of the prepaid capital.

DD  3.12 The Borrower hereby irrevocably authorizes that when any of the situations under Article 8 or 9 happens, the Lender can withdraw principal and interest from any account of the Borrower. The Borrower agrees to give up any right of defense.

DD   Article 4 Guaranty

The guaranty contracts are as follow:

1)  2017 Chattel Pledge No. 33-001,   Chattel Pledge Agreement , the way of warrant: Pledge , warrantor:  Wuhan Kingold Jewelry Co., Ltd .

2)  / , the way of warrant:  / , warrantor:  / .

Article 5 Representations and Warranties of the Borrower

5.1 The Borrower is an independent civil subject set in accordance with the law, has all the necessary civil rights capability and civil action capability; and has the ability to fulfill the obligations of the Agreement and take civil responsibility.

5.2 Signing and fulfilling the Agreement is the Borrower’s true intention, and has gone through all the necessary approvals and authorization, and there is no legal flaw.

5.3 The operation and business of the Borrower is legal and in compliance. The Borrower has the ability of continuing operation, it has legal repayment source, and it does not have material bad credit record. The management team of the Borrower has no bad record.

5.4 The circulating fund loan matters are in compliance with the law.

5.5 The Borrower shall provide complete, true and accurate, effective documents, statements, materials and information on time according to the Lender’s requirement. The Borrower never hides any information that will give bad influence to its financial condition and ability of repayment. There is no material adverse change to the Borrower’s financial condition since the date of the latest financial statement.

5.6 When signing the Agreement, the Borrower is not a shareholder or “actual controller” under the Company Law of the guarantor, and has no plan to be a shareholder or actual controller of the guarantor, or the guarantor has provided its shareholder resolution about agreeing to provide guaranty to the Borrower.

DD  5.7 Before paying off all debt under the Agreement, the Borrower’s financial target should be controlled in :

(1) Asset-liability ratio should not be higher than _/_%;

(2) Liquidity ratio should not be lower than _/__%;

(3) Quick ratio should not be lower than _/_%;

(4) The balance of external guarantee should not be higher than _/_% of net assets;

(5) ____/______________________________________

5.8 The Borrower promises that it will cooperate with the Lender regarding loan payment management, the post-loan management and relevant examination.

5.9 Before external investment, material increase of debt financing, merge, split, equity transfer and other material matters, the Borrower should get permission from the Lender first.

5.10 The Lender has the right to call back the loan in advance according to the capital recovery situation of the Borrower.

5.11 The Borrower should inform the Lender timely if any material disadvantage issues happened that would affect the ability of taking back the loan of the Lender.

Article 6 The Rights and Obligations of the Lender

6.1 The Lender has right to call back the loan capital, interest (including default interest for expiration and misuse) according to the Agreement, charge the fees payable by the Borrower, has right to call back the loan in advance according to the Borrower’s capital recovery situation, and exercise other rights under the Agreement or under the law.

6.2 During the process of exercising the Agreement, the Lender checks the documents provided by the Borrower. If the Lender cannot complete the entrusted payment on time because the Borrower provided untrue, inaccurate or incomplete documents or the Borrower conducts the payment in violation of this Agreement, the Lender shall not undertake any responsibilities.

6.3 If the lending or the payment failed because of the frozen loan account or the payment account appointed by the Borrower or because of any other reasons, the Lender shall not undertake any responsibilities.

Article 7 The Rights and Obligations of the Borrower

7.1 The Borrower shall repay the loan and interest under the Agreement according to the timing, amount and currency agreed in this Agreement.

The Borrower shall allocate the sales revenue or planed repayment into the capital recovery account timely, and shall provide capital flow details of the capital recovery account according to the Agreement’s requirement.

7.2 The Borrower shall not divert the loan under the Agreement to other purposes, shall not use the loan to invest in fixed assets or equity, or areas and uses for production and operation forbidden by the country.

The Borrower shall pay the loan capital according to the Agreement, shall not avoid the lender entrusted payment by breaking the whole into the parts. The loan capital payment shall comply with the Agreement rules if the borrower direct payment is adopted.

7.3 The Borrower shall provide the record and materials regarding the loan amount usage to the Lender each  quarter  (week/month/quarter).

DD  7.4 The Borrower shall bear the expenses under the Agreement, including but not limited to the notary fee and the appraisal fee.

The Borrower shall bear the loan capital clearing fee (including the lender entrusted payment and the borrower direct payment), and shall pay in full the relevant fees on time according to the fee items, rates and timing required by the Lender. The payment may be processed through People’s Bank payment system or the clearing system in the same city.

DD  7.5 The Borrower shall follow the Lender’s business regulations and operation customs related to the loan business, including but not limited to cooperating with the Lender to manage the loan payment system and check the utilization of the loan and the Borrower’s operation, and timely providing the Lender financial reports, loan payment usage record and materials, information of affiliates and related party transactions, other documents and information, and guarantee that provided materials are all valid, true and complete.

DD  7.6 The Borrower shall notify the Lender for any of the following events at least 30 days in advance, and shall not act before paying off all of the loan principal and interest under this Agreement or providing the payment schedule and guaranty approved by the Lender:

(1) Address material assets or all or most of the materials assets by sale, gift, lease, lend, transfer, guarantee, pledge or other ways;

(2) There is or may be material change to the operation system or ownership organization form, including but not limited to contracting, renting, joint venture, corporation reform, share cooperation reform, enterprise sale, M&A, joint operation, split, setting subsidiary, ownership transfer, capital decrease;

(3) There is other situation of losing or has possibility of losing the ability to repay debt;

DD  7.7 The Borrower shall inform the Lender with a written notice at least 7 days in advance if any of the below situations happened or might happen:

(1) The Borrower or its affiliates modify its bylaws, change its industry and commerce registration matters such as articles of incorporation, enterprise name, legal representative, domicile, mailing address or business scope or makes decisions with material effect to finance or personnel;

(2) The Borrower, its affiliates or guarantor plans to file bankruptcy or may have been filed bankruptcy by the creditor;

(3) The Borrower or its affiliates involve in major lawsuits, arbitrations, administrative measures, or the main property or guaranty under this Agreement has been conducted property attachment or other enforcement measures, or, the safe and complete status of the main property or guaranty under this Agreement is or may have been impacted or the value decreased or it is possible to decrease;

(4) The Borrower or its affiliates provide guarantee for a third party so it causes major adverse implication to its economic status, financial status, or the ability of performing the obligations under this Agreement;

(5) The Borrower or its affiliates sign an agreement which has major implication to its operation and financial status;

(6) The Borrower, its affiliates or guarantor stops production, closes business, dissolves, suspends business for rectification, is repealed or is revoked business license;

(7) The Borrower or its affiliates, the major investor individual of the Borrower or its affiliates, the legal representative (responsible person), director or senior manager of the Borrower or its affiliates disappears, involves in violation of the laws and rules or the applicable exchange rules or appears abnormal changes;

(8) The Borrower or its affiliates have serious operational problems, its financial situation deteriorates, or any other events happened which have negative impact on the Borrower or its affiliates’ operation, financial condition, the ability of repayment or the economic status;

(9) Related party transaction happens, and the transaction amount reaches to or beyond 10% of the latest audited net asset;

(10) Before paying off the debts under the Agreement, the Borrower is or might become a shareholder of the guarantor or the “actual controller” defined by the Company Law;

(11) The Borrower or its affiliate breaks the laws and regulations, rules of supervision, national policy or industry standards and results in liability accident or is exposed by media;

(12) The relationship of controlling or being controlled between the Borrower and its affiliates changes;

(13) Any material negative events that will impact the ability of loan repayment of the Borrower or its affiliates.

DD  7.8 When the guaranty under the Agreement changes and disadvantages the right of the Lender as a creditor, the Borrower should timely provide other guaranty approved by the Lender according to the Lender’s requirement.

“Change” under this article includes but not limited to: the guarantor stops production, closes business, dissolves, suspends business for rectification, business license is repealed or is revoked, file or is filed for bankruptcy; material change happens to the guarantor’s operational or financial condition; the guarantor involves in significant lawsuit, arbitration, administrative measures, attachment or other compulsory measures are conducted to its major asset; the value of collateral decreases or may decrease or is conducted attachment or other compulsory measures; the sound condition of the collateral is affected or might be affected; the guarantor or its legal representative (responsible person) or the major manager of the guarantor is involved in violation laws and rules or the applicable exchange rules; the guarantor disappears or dies (or declaring death) if the guarantor is an individual; the guarantor violates the Guaranty Agreement; the Guarantor and the Borrower have disputes; the Guarantor requires to dissolve the Guaranty Agreement; the Guaranty Agreement is not effective, invalid or cancelled; the guaranty right is unset or invalid; other events impact the safety of the Lender’s creditor’s right.

7.9 Open a loan capital recovery account according to the Article 3.9 of this Agreement.

DD   Article 8 Call Back the Loan in advance

If any of the situations at bellow happens, the Lender has the right to stop paying the loan unused by the Borrower, unilaterally declare that the issued loan principal under the Agreement is expired in advance, and require the Borrower to pay back all the loan principal and interest immediately, and has the right to deduct capital directly from the Borrower’s any account. After the deduction, the Lender shall inform the Borrower timely. If the Borrower can prove that the deducted capital is protected by law specially so it shall not to be deducted, the Lender shall return the capital to the deducted account.

DD   Article 9 Defaults and Dispositions

9.1 If any following matters happen to the Borrower, it is considered as default:

9.2 After default, the Lender has the right to adopt one or more of measures as below:

9.3 If the guarantor (i.e. warrantor, mortgagor, pledgor) has any following situation, the Lender has the right to adopt the measures according to Article 9.2:

DD   Article 10 Deduction Arrangement

10.1 The Borrower authorizes that, if there is any due and payable loan principal, interest, default interest or other fess, the Lender has the right to deduct the capital from the Borrower’s any account in Evergrowing Bank to pay it off. After the deduction, the Lender shall inform the Borrower timely. If the Borrower can prove that the deducted capital is protected by law and it shall not be deducted, the Lender shall return the capital to the related account.

10.2 After the deduction, the Lender shall inform the Borrower about the related account, the contract number of the Loan Agreement, the document number of the Loan Certificate, the deducted amount and the remaining debt balance.

10.3 If the deducted amount is not enough to pay off all the debts of the Borrower, it shall be used to compensate for the due fees first. If the principal and interest is overdue for less than 90 days, the balance shall be used to pay the interest or default interest due and then be used to pay the principal due. If the principal and interest are overdue for more than 90 days, the balance shall be used to pay the principal due, and then be used to pay the interest or default interest due.

10.4 If the currency of deducted amount is different from the currency of the due amount, it shall be converted to the currency of due amount according to foreign exchange rate on that day.

DD   Article 11 Notice

11.1 All of the contact information that the Borrower fills out in this Agreement (including contact address, telephone number and fax number) is real and effective. If any contact information is changed, the Borrower shall give written notice of the changed information to the contact address that the Lender provides in this Agreement. Only after the Lender has actually received the notice of changed information and has updated relevant records, can this information change comes into effect.

11.2 Until this Agreement provides otherwise, any notice that Lender gives to the Borrower can be given by the following ways. The Lender has the right to choose the approach of notice which it deems proper, and under any circumstance, the Lender does not bear responsibilities for any transmission errors, omissions, or deferral happened in mails, faxes, telephones or any other contact systems. If the Lender chooses several contact ways at the same time, the one that reaches the Borrower more quickly shall prevail.

(1) Announcement: the service date is the day when the Lender announces on its websites, online bank, telephone bank or sales departments.

(2) Personal service: the service date is the day when the Borrower signs the notice.

(3) Mail delivery (including EMS, ordinary mail and registered mail) to the Borrower’s contact address that the Lender knows as the latest: the service date is the third day after the mailing date (in the same city) or the fifth day after the mailing date (different city) (even the mail may be returned).

(4) Faxes or other electronic contact methods to the Borrower’s fax number or electronic contact address that the Lender knows as the latest: the service date is the sending day.

DD   Article 12 Information Disclosure and Confidentiality

12.1 The Lender shall take the responsibility of keeping confidential for the Borrower’s trade secrets and other information and materials which are marked as confidential, except following situations:

(1) Information is required to disclose according to laws and regulations or listing rules;

(2) Information that is required to disclose by judicial departments or government departments;

(3) Information that shall be disclosed to the external professional advisers of the Lender;

(4) Information that the Borrower agrees or authorizes the Lender to disclose.

12.2 Under the following circumstances, the Borrower agrees that Evergrowing Bank can use or disclose all the information and materials related to the Borrower, including but not limited to the basic information, credit transaction information and other relevant information and materials. The Borrower is willing to take responsibility for any results caused by it.

(1) For the following purposes, disclose to or permit usage of such information and materials by outsourcing agencies, the third party service providers, other financial agencies and other agencies or persons which Evergrowing Bank considers necessary, including but not limited to, other branches of Evergrowing Bank or subsidiary companies owned or partially owned by Evergrowing Bank: ① to conduct the loan transactions or is related to loan transactions, such as promoting Evergrowing Bank’s loan, collecting dues of the Borrower, and transfer of the creditor’s right; ② to let the Lender offer or may offer new products, new services or further services for the Borrower; ③ to better maintain, manage and improve client relationships.

(2) Provide such information and materials to the China Credit Information Center and other credit information agencies or Credit Information Database established with the approval of The People's Bank of China.

(3) Use or permit a third party to use such information and materials on the basis of confidentiality for the purpose of business operation, management, statistics, analyses, and risk control.

Article 13 Law Application and Dispute Resolution

The Agreement applies to PRC laws. The disputes of the Agreement shall be submitted to the local court at the Lender’s residence. During the period of the dispute, the provisions without disputes shall continue to be fulfilled by both parties.

Article 14 Other Provisions

DD  14.1 The Borrower agrees that the Lender can enquiry and keep the Borrower’s credit information for loan application and post-loan management.

DD  14.2 The Lender doesn’t bear any responsibility for the failure to issue loans on schedule or handle payment if the failure is caused by force majeure, communication failure, network failure, or the malfunction of Lender’s system. However, the Lender shall inform the Borrower in time.

14.3 Phrases referred to in the Agreement including affiliate, related-party transaction and main investor individual have the same meaning with those in Accounting Standards for Business Enterprises No. 36— Affiliate Disclosure (Finance and Accounting Department [2006] No. 3) and its later revised edition.

14.4 The Agreement’s Loan Certificate, Loan Withdrawal Application Form, Loan Capital Payment Power of Attorney and relevant documents and materials confirmed by both two parties are indispensable parts of the Agreement.

14.5 If the Borrower avoids monitor of the Lender, defaults on principal and interest of the loan, maliciously evades repayment obligations for loans and so on, the Lender has the right to report its behaviors to relevant departments and publicize them on news media.

14.6 The Agreement comes into effect after the Borrower’s legal representative (person in charge) or authorized representative signs (or seals) and affixes the official seal, and Lender’s person in charge or authorized representative also signs (or seals) and affixes the official seal.

DD  14.7 When signing the Agreement, the Lender and the Borrower have clearly read and understood all the provisions of the Agreement. Both parties have no doubt about all the provisions and interpretations of the Agreement and correctly understand the rights and duties clauses, and the legal meaning of the limitation and waiver of liability clauses.

14.8 The Agreement is made out in        copies. The Borrower holds        copies. The Lender holds        copies.        holds        copies.        holds        copies.        holds        copies.

Article 15 Other Matters

The appointed warning line for the pledge rate of this loan is 85%, and the disposal line for the pledge rate is 95%. When the loan pledge rate reaches the warning line, the Borrower shall be required to pay the loan or increase the relevant amount of gold and cash deposit before the risk coverage reaches to the loan disposal line. The collateral addition shall ensure the pledge rate to reach 80%. Once the loan pledge rate reaches the disposal line, the processing bank has right to begin the process to dispose the collateral without informing the client.

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Exhibit 10.46

Chattel Pledge Agreement

Pledgor : Wuhan Kingold Jewelry Co., Ltd.

Legal Representative: Zhihong Jia

Address: #15 Huangpu Technology Park, Jiang’an District, Wuhan City

Mail Address: #15 Huangpu Technology Park, Jiang’an District, Wuhan City.

Postal Code: 430023

Telephone: 027-65694977           Fax: 027-65694977

Pledgee: Evergrowing Bank Huanshan Branch

Person in Charge: Shuyun Zhang

Mail Address: No.116 Huanshan Road, Zhifu District, Yantai City

Postal Code: 264000

Telephone: 0535-6621197           Fax: 0535-6621197

In view of Wuhan Kangbo Biotech Limited ( Debtor) signed the Contract No. 2017 Lend 280001120011Working Capital Loan Contract ( Contract) with the Pledgee, in order to guarantee the obligation be achieved under the Contract, the Pledgor agrees to pledged movables. In order to clarify two parties’ obligations, the two parties signed the Agreement under the consensus.

Article 1 Collateral Material

Article 2 Major Obligation and Scope of the Guarantee

2.1 The major obligation of the guaranty is the principal under the Agreement RMB (Amount in words) ONE BILLION ; interest: 4.75% ; Maturity Date: 1/10 2018

2.2 The scope of guarantee is the principal, interest, default interest, liquidated damages, damage awards, safekeeping fee, and fees for the Pledgee realizes the obligations and pledge of rights and so on. The fees for Pledgee realizes the obligations and pledge of rights including but not limited to collect fees, legal costs (or arbitration fees), asset safekeeping fees, execution fees, the lawyers’ fees, announcement fees, evaluation fees, auction fees and so on.

2.3 When part of the Agreement is invalid, it will not make any impact to the validity of the Agreement; when the whole Agreement is invalid, the Debtor shall undertake return liability and compensation liability and the Pledgor promises to take corresponding joint liability after the Agreement is invalid.

Article 3 Transferring and safekeeping the collateral

3.1 The Pledgor shall transfer the collateral to the Pledgee on the date of signing the Agreement. If the collateral attached with document of title, the Pledgor shall provide the document of title to the Pledgee as well.

3.2 The Pledgee shall keep the collateral in safe; the Pledgee can authorize an independent third party to keep the collateral if the Pledgee believes it is necessary. The Pledgee shall bear the corresponding liability if the collateral gets lost, damaged or causes a loss to the Pledgor.

Article 4 Insurance

4.1 The Pledgor shall buy insurance for the collateral according to the requirement of the Pledgee, the insured amount shall not lower than the creditor’s rights interest under the Agreement, insurance period shall not shorter than the execution period under the Agreement, and shall appoint the Pledgee as the first beneficiary of the insurance rights. After completing the insurance procedures, the Pledgor shall send the original policy to the Pledgee.

4.2 For the effect duration of the Agreement, the Pledgor shall pay the insurance fee on time, and shall fulfill the necessary obligation for maintaining the valid of the insurance.

4.3 If the Pledgor cannot pay the insurance fee or renew the insurance, the Pledgee has right to cover the insurance, renew the insurance by its own, pay the insurance fees or adopting other methods to maintain the insurance validity. The Pledgor shall provide necessary assistance and shall bear the related insurance fees and other expenses for the Pledgee.

4.4 If any insurance accident happened, regarding to the insurance compensation, the Pledgor agrees the Pledgee has rights to choose any methods below to deal with the event, and shall assist the Pledgee with related procedures:

Article 5 The Pledgor’s Representations and Warranties”

5.1 The Pledgor is a lawfully established and legally existence independent civil subject, has full ability of civil rights and capacity for civil conduct, could perform the contractual obligation on its own and undertake civil liability.

5.2 Signing and performing the Agreement are under the Pledgor’s true intention, and has gained all necessary and legal internal and external approval and authorization to sign this Agreement.

5.3 All documents, reports and statements provided by the Pledgor according to law and requirement of the Pledgee are valid, lawful, true, correct and complete.

5.4 The Pledgor has fully right of disposal and ownership to the collateral, if the collateral is mutual owned by the two parties, the right of disposal shall get common approval and agreement.

5.5 The collateral neither has any flaws, nor be sealed off, detained, supervised, and there is no disputes, mortgage, pledge, lawsuit (arbitration) situations.

Article 6 The Pledgor Obligation

6.1 When the collateral be damaged or the value has obvious decrease probability, the Pledgor shall renew the guaranty according to the Pledgee’s requirement.

6.2 The Pledgor shall undertake the fees for collateral’s notarization, identification, safekeeping, maintenance under the Agreement.

6.3 When having disputes regarding the ownership of the collateral, or the right of pledge be affected or has probability to be affected by any third party, the Pledgor shall inform the Pledgee in written form immediately and support the Pledgee with adopting related measures.

6.4 Before the Debtor paying back all the debt under the Agreement to the Pledgee, the Pledgor shall not exercise the right of recovery under the Agreement to the Debtor or other guarantees.

6.5 The Pledgor shall assist with the Pledgee to exercise the right of pledge and will not create any barriers.

6.6 If the Pledgee and the Debtor changed the Agreement, the Pledgor shall undertake the corresponding guarantee responsibilities.

Article 7 The Realization of the Pledge Right

7.1 If any of the conditions at below occurred, the Pledgee has right to auction, sell the collateral, and should be paid in priority from the collateral sales and auction.

1) The whole or part of the debt principal or interest under the Agreement expires; the Pledgee gets no payments;

2) According to the Agreement, the Pledgee can realize the creditor’s right and pledge right in advance.

7.2 The Pledgor does not implement the Article 6.1 and provides another guarantee, the Pledgee has right to auction, sell the collateral, the proceeds obtained from auction and selling shall be used to pay off the debt and other fees in advance; the Pledgor disagrees to pay off the debt in advance, the Pledgor shall deposit the proceeds into a margin account which appointed by the Pleadgee, and shall not withdraw without the Pledgee’s written consent. When the principal creditor’s right becomes due and does not get repayment, the Pledgee will get paid from this margin account directly.

Article 8 Guarantee Clause

8.1 The pledge right fails or not yet in effect or invalid because of any of the conditions below, the Pledgor shall undertake joint guarantee liability for the debt under the Agreement:

1) The Pledgor does not transfer the collateral to the Pledgee according to the Article 3.1

2) The Pledgor breaks the Article 5;

3) Other causes from the Pledgor.

8.2 The scope of the Pledgor’s guarantee is principal, interest, default interest, liquidated damages, damage awards under the Agreement and fees for the Pledgee’s pledge right execution. The Pledgee’s pledge right execution fees including but not limited to payment reminder fees, lawsuit( or arbitration), asset safekeeping fees, execution fees, lawyers, announcement fees, evaluation fees, auction fees and so on.

8.3 Guarantee period under the Agreement starts from the maturity date of the debt fulfilled period for two years.

When the Pledgor calls back the loan early according to the Agreement and claims the debt expires early under the Agreement, we see it as the debt fulfillment period meets its maturity earlier, guarantee period shall be moved up.

If the debt be paid by instalments, the debt guarantee period shall be accounted by instalment as well; the Pledgor undertakes the joint liability for two years which starts from every debt maturity date.

Opens bank acceptance draft, letter of credit, letter of guarantee in the debt fulfillment period, when the expired date comes, the date should be seemed as the Pledgee’s advances payment date.

The Pledgee claims the debt expires earlier; the claims date will be the debt fulfillment period maturity date.

8.4 The guarantee clause is independent from other articles under the Agreement, the guarantee clause effective condition is: the pledge under the Agreement is invalid or failed or not yet in effect because of the events occurred in Article 8.

Article 9 Liability for breach of contract

9.1 Any of the conditions at below happens to the Pledgor should be seemed as breach of the Agreement:

1) The value of collateral decreased or has probability to decrease, or any other events that might damage the collateral;

2) Violate Article 5

3) Violate Article 5

4) Violate other articles under the Agreement.

9.2 If the Pledgor breaks the contract, the Pledgee has right to adopt one or more measures at below:

1) Corrects the violate behaviors in limited time;

2) Claims the debt under the Agreement accelerates its maturity, requiring the Pledgor undertakes guarantee liability, and the Pledgee has right to manage the collateral in advance;

3) Requiring the Pledgor to pay liquidated damages __5__% of the debt;

4) Requiring the Pledgor to compensate the Pledgee if the liquidated damages are not enough to cover the economic loss;

5) Revoke the behaviors that damages the Pledgee’s interest;

6) The right of pledge is in effect or invalid because of the Pledgor, according to the Article 8 requiring the Pledgor undertakes the joint liability, the Pledgor shall authorize (irrecoverable) to the Pledgee, the Pledgee has right to deduct capital from any of the accounts of the Pledgor’s directly in order to pay the debt, the Pledgee shall inform the Pledgor timely after the deducting, if the Pledgor proves the deducted capital is protected by law which shall not be deducted, the Pledgee shall return the capital to the deducted account;

7) Call to account for the Pledgor undertaking the guarantee liability, breach the Agreement liability and relevant liability for damage in the scope of guarantee.

Article 10 Notice

10.1 Any notices or any methods of communication under the Agreement shall send to the address or other contact ways wrote down in the Agreement by written form.

10.2 If any contact information is changed, the party shall inform to the other party timely.

10.3 As long as send any notices or communications to the address above mentioned (if the address changed, shall subject to the new address), will be deemed as service date:

1) Letters, service date is the fifth date of posting;

2) Express mail, service date is the third date of posting;

3) Fax, service date is the very day;

4) Person transfer, the service date is the date the recipient signs in.

Article 11 Disputes Resolution

Any disputes, controversies regarding to the Agreement, the two parties could solve it by negotiation; if negotiation failed, the two parties shall adopt (1) method to settle. During the period of dispute, the two parties shall fulfill other provisions without disputes.

Article 12 Other Provisions

12.1 When signing the Agreement, the Pledgor and the Pledgee have clearly read and understood all the provisions of the Agreement. Both parties have no doubt about all the provisions and interpretations of the agreement and correctly understand the rights and duties clauses, limitation of liability and escape clauses’ intendment of law of the party involved.

12.2 “Collateral List” attached to the Agreement is an undivided part of the Agreement.

12.3 The Agreement comes into effect after the two parties' legal representative (person in charge) or authorized representative signs (or seals) and affixes the official seal; the right of pledge comes into effect when the collateral transferred to the Pledgee.

12.4 The Agreement is made out in __ copies. Each party holds one copy.

Article 13 Other Agreements.

___________________________________________________________

___________________________________________________________

___________________________________________________________

(There is no text below)

The borrower has read all the provisions above. The lender has made corresponding explanations as required by the borrower. The borrower has no dissent on all clauses.

The Pledgor (official seal) The Pledgee (official seal)

Legal representative (person in charge) person in charge or

or authorized representative authorized representative

(signature or seal) (signature or seal)

Evergrowing Bank Yantai Huanshan Branch Collateral List

Pledgor: Wuhan Kingold Jewelry Co., Ltd.

Agreement No.: 2017 Evergrowing Bank Lending No. 280001120011

Pledge Agreement No.: 2017 Evergrowing Bank Lending Asset Pledge No. 280001120011

Name: Gold

Unit: kg

Amount:

1650

2160

1660

Deposit Place: Wuhan Shuiguohu Branch, Industrial and Commercial Bank of China

Policy No.:

PQBA201742010000001039

PQBA201742010000001423

PQBA201742010000001038

Exhibit 10.47

Loan Contract

Party A (Lender): Wuhan KangBo Biotechnology Co., Ltd.

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

This contract is signed in line with relevant national law, regulation and rules after the consensus between the Party A and Party B.

Article 1 Amount and purpose of the loan: Party A agrees to extend loans to Party B (capitalization) One Billion Yuan , (in lowercase) ¥1,000,000,000 . Purpose of the loan is circulating fund supplement to purchase gold raw material.

Article 2 Life of loan: life of loan for this contract is one year, since Feb. 20, 2017 to Feb. 20, 2018. The actual loan date is not in line with above appointment and shall be subject to the actual loan date.

Article 3 Lending rate: The parties agree on an interest rate of 4.75% for this loan. The Interest should be paid monthly.

Article 4 Mode of repayment: The principal should be refunded once at the end of the repayment period.

Article 5 The Party B should obtain written consent from Party A once it replays the loan in advance.

Article 6 Rights and obligations of Party A: 

It has the right to receive the principal of the loan in accordance with the stipulations of this contract.

Article 7 Rights and obligations of Party B:

1. Truthfully provide relevant documents, certificates and other materials, and accept Party A's supervision and inspection.

2. Guarantee that this loan is not used for illegal activities.

3. Acquire the principal of the loan in accordance with the provisions of this contract.

Aticle 8 Payment release:

The Party A will remit all its borrowings to the following Party B's accounts:

Account name:

Openging bank:

Account Number:

Article 9 Loan extension: If the Party B needs to extend the loan period, then it should submit an application in writing to Party A 60 days before the expiration of the loan. After the consent of Party A, the parties separately sign a repayment agreement.

Article 10 Liability for breach of contract

(I) Borrower's default and its liability for breach of contract

1. If the borrower takes one of the following circumstances, the lender has the right to stop the loan that has not been issued in this contract and recover the unpaid loan in advance:

(1) Provide false or illegal documents, certification materials, etc.;

(2) Failure to repay the loan principals on schedule;

(3) The loan is not used according to the agreed loan application;

(4) Does not accept or cooperate with the lender's inquiry or supervision of its loan usage;

(5) Being involved in material adverse litigation;

(6) Being subject to major administrative penalties by administrative agencies;

(7) Stopping production due to mismanagement;

(8) Concealing the company's financial status, operating conditions, or drawing funds (capital);

(9) There are taxes for stealing (escape), being ordered to suspend business for rectification, or being revoked (revoked) of a business license;

(10) There are situations which have any other serious impact on the ability to repay loans or lose credit.

(II) Lender's breach of contract and its liability for breach of contract: To the extent that the Party A is not able to issue loans to Party B in accordance with this contract, it shall be deemed as a serious breach of contract, and the Party A shall bear the direct expenses paid by other parties, and shall pay Party B a separate penalty of 0.5% of the total loan principal.

Article 11 The formation, effectiveness and termination of the contract: This contract shall be established since the date of signature (seal) by all parties.

Article 12 Disputes arising from this contract shall be under the jurisdiction of the People's Court of the place where the contract is signed.

article 13 This contract is made in two copies and each party holds one.

(The remainder of this page intentionally left blank. Signatures appear on the following page.)

Party A (Lender):

Party B (Borrower):

Date

Exhibit 10.48

NOTARIAL CERTIFICATE

The People’s Republic of China

Hubei Province Wuhan Changjiang Notary Office

Contract No.: NT TZ No.17-004-01-02

Trust Loan Agreement

National Trust Co., Ltd.

Contents

Lender: National Trust Co., Ltd.

Enterprise Owner: Yang Xiaoyang

Address: #1, No.18 Yard, West Binhe Road, Anwai, Dongcheng District, Beijing

Contact Number: 010-84268088

Contact Address: #1, No.18 Yard, West Binhe Road, Anwai, Dongcheng District, Beijing

Borrower: Wuhan Kingold Jewelry Co., Ltd.

Enterprise Owner: Jia Zhihong

Address: Te No. 15, Huangpu Technology Zone, Jiang’an District, Wuhan

Contact Number: 027-65694977

Contact Address: Te No. 15, Huangpu Technology Zone, Jiang’an District, Wuhan

Whereas:

The Lender is a trust company approved by China Banking Regulatory Commission and lawfully formed and validly existing by virtue of the laws of China.

The Borrower is a lawfully formed and validly existing enterprise by the law of the People’s Republic of China.

The Borrower apply trust loan to the Lender and the Lender agrees to release trust loan according to the terms agreed in this agreement.

The two parties, through friendly negotiation, have agreed on the matters of trust loan. The two parties, through friendly negotiation, have agreed on the matters of trust loan.

Article 1 Definition and Explanation

1.1 Definition

Terms defined in the Agreement have the same meanings herein unless there is another special explanation or the context otherwise requires.

Lender: National Trust Co., Ltd.

Borrower: Wuhan Kingold Jewelry Co., Ltd. and its legal heir

Trust/ Trust Plan: the Trust Plan of National Trust · Kingold No.1 Transaction Management Assembled Funds.

Pledger: Wuhan Kingold Jewelry Co., Ltd.

Guarantor: Jia Zhihong

Trust Settler: Fortune Securities Co., Ltd. & Huarong (China) Investment Management Co., Ltd.

Loan Pledge Rate/ Pledge Rate: the Lender shall calculate the principal and interest pledge rate according the principal and interest in mentioned in this agreement, the original pledge rate cannot go above 75%.

Gold Contract of Pledge: referred to the Gold Contract of Pledge with the contract number of NT TZ No. 16-004-01-05 and its annex (including but not limited to Hostage List and any other valid modification and supplemental agreement)

Guarantee Contract: referred to the Guarantee Contract with the contract number of NT TZ No. 16-004-01-06.

Insurance Policy: referred to the insurance policy that the pledger covered the insurance of the pledged gold in People’s Insurance Company of China with the Lender as the only beneficial whose beneficial power shall not be limited by any other supplemental conditions, other valid modification and supplement. The insurance coverage shall be satisfied by the Lender and shall meet the property of the pledged gold and industry routine. The Insurance Policy period (including the renewable period) shall cover the loan period and two month after the loan contract termination.

Standard Gold: referred to the standard gold with the density of 999.9 that trading in the Shanghai Gold Exchange.

Pledged Gold: referred to the standard gold that is legally pledged by the Borrower to the Lender according to the Agreement and Gold Contract of Pledge and that is taken from the Shanghai Gold Exchange warehouse according to the relevant regulations and procedures.

Gold Price: referred to the closing price of the standard gold of Shanghai Gold Exchange, unless there is any other special agreement.

Pledge Date: referred to the actual date that the pledged gold is given to the Lender or the pledge safe box that is rent by the one who is entrusted by the Lender.

Guarantor: referred to the pledger, guarantor.

Guaranty Contract: referred to the Pledge Contract and Guarantee Contract.

RMB (¥) : referred to the legal tender of the People’s Republic of China, calculated in Yuan

Occupy Days: referred to principle occupy days from the loan released date (including the day) to a closing date (not included).

Expiration Date: If the expiration date is set by a period, the expiration date shall be settled as the following method: six month since January 1st, 2014, the expiration date shall be July 1st, 2014, that means the date after 6 months from January 1st, 2014. If some day does not exist after several months, then the date shall be the end of that month after several months. If some day is not exist after several month, then the date shall be the end of that month after several month.

Business Day: referred to the normal working day of the Lender (not including the legal weekend and holiday)

1.2 Explanation

The words used in this Agreement like “of this Agreement”, “in this Agreement”, “mentioned in the Agreement”, “under this Agreement” and any other words with similar words shall be referred to all parts of the Agreement and the Agreement as a whole, but not referred to any specific part or term.

The title of term in the Agreement shall not be deemed to include all the contents under the relevant term or to explain the relevant term or the Agreement.

Article 2 Loan

2.1 Loan Amount

The loan amount under the Agreement is Three Hundred Fifty Million Yuan only (in figure: ¥ 350,000,000), which is one-time disbursement.

2.2 Intended Use of the Loan

The intended use of the loan under the Agreement is to purchase standard gold raw material with the density of 999.9 from Shanghai Gold Exchange, that whose intended use shall not be changed by the Borrower, shall not use the trust loan used to fixed assets or shares investment and any other industrial like real estate or national policy restrictive industry, shall not use the loan to stock, futures or financial derivative instrument investment, shall not use the loan to do any conducts that against the laws, national policies or the financial inspection regulations.

2.3 Loan Period

The loan under the Agreement is 24 months, calculated from the disbursement date. The loan disbursement date shall be the actual date the loan reaches the Borrower’s account, which, in theory, shall be the same date. In case two dates are different, the start date shall be subject to the disbursement transfer date on loan receipt. The loan interest start date shall be the loan disbursement date.

The Borrower can prepay the entire unpaid principal (unless otherwise stipulated herein in the Agreement that some principal shall not be prepaid) with the agreement of the Borrower and the Lender in written form. If the Borrower wants to prepay all the unpaid principal, the Borrower shall deliver written application and copy to the trust settler in at least thirty (30) working days. In order to avoid any dissent, situations that the Borrower forced to prepay by the Lender because of violation of any term under the Agreement or the Borrower chooses to prepay some of the principal according to Article 6.3.3 shall not be applied to this term.

2.4 The trust loan disbursement amount and disbursement date (that means the starting date) and the expiration date shall be subject to the actual disbursement transfer record (also called loan receipt, hereinafter inclusive).

Article 3 Interest & Expiry Date for Interest

The trust loan interest shall be counted by day (on the basis that there are 360 days in one year) and paid by quarter from the day of the disbursement day of the loan. The repay date for the interest is every 7 days of the end month of each natural quarter. If the interest repay day is legal holiday, interest shall be prepaid on the previous working day. The trust loan interest rate of each quarter shall be calculated according to the average closing price of the Au9999 gold (hereafter shall refer to gold price) in Shanghai Gold Exchange during twenty trading-day before the repaying date. In the valid period of the Agreement, if the Bank of China adjust the benchmark interest rate of the RMB loan to the financial institutes, the loan interest rate under the Agreement shall not be adjusted. The trust loan interest rate and interest calculation method is stipulated as following:

a) If the gold price is lower than 395 RMB/g, the trust loan interest rate for that quarter is 8.617% (the interest for that quarter = loan principal *8.617%* loan disbursal days for that quarter/360);

b) If the gold price is higher than or equals to 395 RMB/g, the trust loan interest rate for that quarter is 9.367% (the interest for that quarter = loan principal *9.367%* loan disbursal days for that quarter/360);

Note: in the above mentioned formula, the first quarter existing days are: from the trust loan disbursal date (including) to the seven days of the end of the first natural quarter (not included);the loan days for the following quarters: start from the 7th of the previous quarter month to the 7th of this quarter’s end month (not included); the loan day of the last quarter is : start from the 7th of the previous quarter month(including) to the expiration date of the loan(including).

The Borrower shall pay back the principal at one time on the loan expiration day and the interest shall be cleared with the paying of the principal. However, if the Lender and the trust settler agree to prepay back in written form, the Borrower shall prepay all the principal (unless otherwise stipulated herein in the Agreement that some principal shall not be prepaid); the interest for the prepaid principal shall be cleared with the prepay of the principal. The interest for the prepaid principal by the Borrower shall be calculated according to the above mentioned method with the rate of the average closing price of the Au9999 gold in Shanghai Gold Exchange during twenty trading-days before the prepaying date. In order to avoid any dissent, situations that the Borrower forced to prepay by the Lender because of violation of any term under the Agreement or the Borrower chooses to prepay some of the principal according to Article 6.3.3 shall not be applied to this term.

3.2 No matter under any circumstances, the loan under the Agreement expired in advance, the paid loan interest shall not be given back, which has been agreed by both parties.

Article 4 Loan Disbursement

4.1 The Lender shall disburse the loan amount under this Agreement to the Borrower according Article 2 with all the following prerequisite conditions satisfied:

(1) Trust is created validly.

(2) The Borrower, according to the relevant laws and regulations, has conducted the approval, registration, delivery and other legal procedures under this Agreement and the written voucher of the above mentioned procedures shall be delivered to the Lender.

(3) All the relevant financing agreements and legal documents have been signed and valid.

(4) Guarantee Contract, Gold Pledge Contract have been signed validly and its notarization forcible execution has been done in Wuhan Changjiang Notary Office; Insurance Policy has been signed validly; the relevant guaranty procedures have been done at the mean time.

(5) Before the disbursement of the trust loan, the Borrower has been make the pledged gold that calculated according to the loan pledge interest rate as the pledge guaranty, with satisfaction of the following conditions: (i) pledged gold has been given to the Lender or the bank safe box (hereinafter referred to as pledge safe box) that is rent by the one who is entrusted by the Lender (ii) relevant insurance has been bought for the pledged gold according to the agreements in the Agreement.

(6) The actual controller of the loan Jia Zhihong promises that the sovereign position of the Borrower shall not be changed before the disbursement of the loan; during the trust loan period, Jia Zhihong shall be the ultimately responsible for the management of the Borrower.

(7) The loan voucher has been delivered by the Borrower, and the legal and valid internal decision or approval documents have been delivered by the guarantor.

(8) The Borrower has delivered all the written documents for applying the loan that required by the Lender and promise that all documents that delivered are true, complete, accurate and valid.

(9) The bank account of the Borrower to receive the loan amount under the Agreement has been set up.

(10) No situations of the Borrower and the Guarantor that may be against the terms agreed in the Agreement and other relevant trading documents or that may danger to the property security of the Lender have happened.

(11) No significant disadvantage changes have been changed to management and financial status of the Borrower and the Guarantor.

(12) Other reasonable conditions that required by the Lender.

4.2 The Borrower shall set up a bank account in Bank of Changsha Co., Ltd. Xingcheng sub-branch (hereafter referred to as regulating bank) to receive the loan amount under the Agreement. The regulating account shall add the legal seal of the appointed person by the trust settler. If the regulating account opened E-bank service, the Borrower shall give the E-bank password equipment to the appointed person by the trust settler. Transfer right of non-approval capital shall not be opened. The bank account of the Borrower used to receive the loan is as following:

Beneficial Name: Wuhan Kingold Jewelry Co., Ltd.

Bank Account: 800221624508015

Opening Bank: Bank of Changsha Co., Ltd. Xingcheng sub-branch

The Lender shall disburse the capital to the above mentioned account, which means the Lender has disbursed the loan to the Borrower and the Borrower has taken the loan.

4.3 According to the Measures for Trust Security Fund Management (issued by China Banking Regulatory Commission [2014] No. 50) (hereafter referred to as Measures) and Notifications from China Banking Regulatory Commission on Collecting and Managing the Trust Security Fund and other Matters (hereafter referred to as Notifications), the financier or the loan user entrust the trust company to subscribe the trust security fund and the subscribed standard is 1% of the new releasing amount.

The trust security fund under this project shall be paid by the Lender and the relevant right shall be benefited by the Lender. The Borrower shall not have any right or raise any objection.

Article 5 Repay of the Principal and the Interest

5.1 The capital source that the Borrower repays the loan principal and the interest under the Agreement includes but not limited to:

(1) Operating cash income of the Borrower in the following two years;

(2) The income from the financing of the Borrower in the following two years.

No matter what restriction may happen to the repay capital source of the Borrower who is a party of any other contracts, the agreement shall not influence the repay responsibility of the Borrower under this Agreement. Under no circumstances, the Borrower shall not refuse to obligate the repay responsibility under the Agreement because of the Article 1 in this Agreement.

5.2 The Borrower shall repay the loan according to the following sequence:

The Lender has the right to use the repay of the Borrower first on the fees that agreed in the Agreement paid by the Lender which shall be repaid by the Borrower and other fees that used to realize the Lender’s credit right.

If the repaid amount of the Borrower cannot cover the amount under this Agreement that shall be paid on the expiration date (including but not limited to loan principal, interest (including fine interest), penalty, damage awards, fees that used to realize the Lender’s credit right and other accrued charge), the Lender has the right to decide the sequence repaying the principal, interest and other fees.

5.3 The interest date of the Borrower is 7th of the end of each natural quarter month. If the interest date is on the legal holiday, then it shall be paid on the previous working day. If the interest repay day is legal holiday, interest shall be prepaid on the previous working day.

5.4 The Borrower shall pay back the principal at one time on the loan expiration day and the interest shall be cleared with the paying of the principal. If the interest date is on the legal holiday, then it shall be paid on the previous working day.

5.5 The Borrower can prepay the entire trust loan (unless otherwise stipulated herein in the Agreement that some principal shall not be prepaid) with the agreement of the Borrower and the Lender in written form. If the Borrower wants to prepay the entire unpaid principal, the Borrower shall deliver written application and copy to the trust settler in at least thirty (30) working days. In order to avoid any dissent, situations that the Borrower forced to prepay by the Lender because of violation of any term under the Agreement or the Borrower chooses to prepay some of the principal according to Article 6.3.3 shall not be applied to this term.

5.6 The bank account the Lender used to receive the repaid loan is the trust capital account under the trust plan; the following is the account information:

Beneficial Name: National Trust Co., Ltd.

Bank Account: Bank of Changsha Co., Ltd. Xingcheng sub-branch

Opening Bank:

5.7 The Borrower shall repay the accrued amount under the Agreement in full and on time, without any offset, claim, restriction, any tax deduction or withholding.

Article 6 Guarantee

The loan under this Agreement shall be guaranteed as the following method:

6.1 The Borrower has the responsibility of repaying all the trust loan and interest under this Agreement and the relevant payable amount (including but not limited to the overdue interest, penalty interest, liquidated damages, damage awards, fees that used to realize the Lender’s credit right and any other payable amount). The legally owned and legally pledged standard gold of the Borrower shall be guaranteed and the joint liability guaranty shall be provided by the guarantor. If the Borrower fails to perform or incompletely perform the obligations of repaying the principal and interest of the trust loan under the Agreement or fails to repay all the payable amount or part of the amount, or circumstances of breaching the terms of the Agreement, Gold Pledge Contract, and or Guarantee Contract, the Lender has the right to enforce his interest to the pledged gold and requests the guarantor to bear joint liability guaranty.

6.2 Gold Pledge Guaranty

6.2.1 At the time of signing the Agreement, Gold Pledge Contract shall be signed with the Lender and its notarization forcible execution has to be done. Before the disbursement of the trust loan, the Lender shall make the pledged gold that calculated according to the loan pledge interest rate as the pledge guarantee and store the pledged gold in the pledge safety box. With satisfaction of other loan taking conditions, the Lender shall disburse the relevant trust loan in five (5) days after storage of the pledged gold, which shall take the guaranty of all the payment obligations under the Agreement. The Borrower shall obligate all the responsibility of the Gold Pledge Contract.

6.2.2 Forcible execution notarization for The Agreement and Gold Pledge Contract shall be done in Wuhan Changjiang Notary Office by the Borrower. The insurance of the pledged gold in PICC shall be bought by the Borrower with the Lender as the only beneficial whose beneficial power shall not be restricted by any other additional property insurance. The Insurance Policy shall cover the insurance for the quality, weight and robbery risk. The insurance deductible shall be 20% of the loss or fifty thousand RMB, taking whichever is higher. The insurance period for the pledged gold is one year from the pledging day (including). The Borrower shall take the responsibility to extend the insurance before 2 months of the expiration of the insurance and shall pay the insurance charges (the insurance extension for the pledged gold shall not be less than one year). The final insurance period shall cover the loan period and two (2) after the expiration of the loan. If the Borrower refuses or fails to extend the above mentioned insurance for the pledged gold for any reason, or the first extension for the pledged gold is less than one year, the Lender has right to announce acceleration of maturity for all the trust loan under the Agreement and enforce his interest to the pledged gold. Without the written agreement of the Lender and the Borrower, the insurance terms shall not be changed.

6.3 Responsibility of Covering Positions

6.3.1 If any requirements for covering positions happened under the term of 9.1 in Gold Pledge Contract , the Borrower shall cover positions in full and on time as agreed in the Gold Pledge Contract .

6.3.2 Though term of 6.3.1, if requirements for covering positions happened, the Borrower can prepay part of the trust loan principal to make the pledge rate less than 75% within three (3) working days (within T+2 days ) before the day of the covering positions circumstance (hereafter referred to as T). The prepaid principal each time shall not less than RMB 10,000,000 (in words: say Ten Million Yuan only) and shall be integer multiple of RMB 10,000,000 (in words: say Ten Million Yuan only). If the Borrower fails to prepay within T+2 days, it shall be deemed as the Borrower choose to cover positions. If the Borrower prepays part of the trust loan principal, in addition to the interest to the day of prepayment, the Borrower shall pay the interest for 8 working days since the covering positions day as the handling charge of prepayment. In order to avoid any dissent, the interest rate for the above mentioned payable interest shall be 8.617%/ year.

6.3.3 If the Borrower refuses or fails to pay the additional margin in full within (T+2) days that agreed in Gold Pledge Contract, or fails to prepay that agreed in term 6.3.2 of this Agreement to make the pledge interest rate not more than 75%, the Lender has the right to announce acceleration of maturity for all the trust loan under the Agreement and enforce his interest to the pledged gold and has the right to use the capital got from enforcement of his interest to the pledged gold on repaying all the unpaid payable amount of the Borrower under the Agreement. If the capital got from enforcement of his interest to the pledged gold cannot cover the above mentioned payable amount, the Borrower shall repay the Lender in full. If the capital got from enforcement of his interest to the pledged gold exceeds the above mentioned payable amount, the excess part shall be given back to the Borrower.

6.3.4 The additional deposit or the prepaid loan principal shall be transferred to the following bank account of the Lender by the Borrower

Beneficial Name: National Trust Co., Ltd.

Opening Bank: Bank of Changsha Co., Ltd. Xingcheng sub-branch

Bank Account:

The deposit of the above mentioned account shall be used to repay the credit under the Agreement when the trust plan is expired or terminated.

6.4 Guaranty Contract shall be signed by the guarantor and the Lender to guarantee all the joint liability and responsibility under the Agreement.

Article 7 Tax

The Lender and the Borrower shall pay their respective relevant tax and other fees according to the national laws and regulations.

Article 8 Statement and Guaranty

The borrower makes the following statement and guarantee to the lender on the date of signing this contract and each interest day:

8.1 The borrower is a legally existing legal person, established in accordance with the laws of the People’s Republic of China and legally registered by the administrative department for industry and commerce or the competent authority, which has obtained the necessary authorization and approval to sign this contract. After the signing of this contract, it constitutes a legal, effective and binding obligation to the borrower.

8.2 The credit of the borrower is in good condition without significant bad credit record.

8.3 The financial statements provided by the borrower to the lender are developed in accordance with the current effective laws, regulations and generally accepted accounting standards, which truly and accurately reflect the borrower’s financial position during the reporting year.

8.4 Other information provided by the borrower to the lender is true, complete and valid, and the copies submitted are all in consistent with the original ones.

8.5 The borrower does not involve any liquidation, dissolution, merger, division or similar legal procedures, and has not caused any event or circumstance which may result in such legal proceedings.

8.6 The borrower’s signature of this contract and the exercise and performance of its rights and obligations under this contract are not violating and will not violate any agreement or other documents signed by him to affect the security of the claims under this contract; will not violate its established approval documents, internal rules and regulations and the law, government orders or judicial decisions.

8.7 The borrower has not concealed any circumstances that include but not limited to the following circumstances that have occurred or are occurring that are sufficient to affect its solvency: a. Involving major violations, illegal or claimed events of the borrower or its principal leader; b. The borrower’s breach of contract under other contracts; c. The debts incurred by the borrower, or the debt or the guarantee provided to the third party; d. Unsettled major litigation, arbitration cases; e. Other circumstances that may affect the borrower’s financial position and solvency.

The borrower confirms that the above statement and warranty is valid for the duration of this contract and the borrower has a clear understanding of the above statement and assurance is the basis that the lender agrees to its borrowing request and for the entering into this contract.

Article 9 Borrower ’s P romises

The borrower promises the following:

9.1 The borrower operates in conformity to the law, complies with national laws and regulations, and uses the loan in full accordance with the purposes agreed in this contract.

9.2 The lender may at any time in a reasonable manner, supervise the use of the loans, learn the borrower’s plan execution, operation management, financial activities and major transaction contracts etc. The borrower must actively cooperate with the lender on the supervision of the use of loans and the operation, provide relevant information like financial statements and be responsible for the authenticity, integrity and effectiveness of the information.

9.3 The borrower promises to liquidate loans in priority without violating the normal reimbursement order, and is not entering or will not enter into any agreements or other legal documents that cause the loans under this contract to be subordinate.

9.4 The borrower shall promptly notify the lender of the failure of the guarantor in the event of production halts, closing a business, the cancellation of registration, the revocation of the business license, bankruptcy, revocation and operating loss, etc., partly or totally incapacitated with the loan, and provide other guarantees approved by the lender.

9.5 The borrower shall notify the lender in writing within seven (7) days of any of the following circumstances:

(1) All legal proceedings, arbitration or administrative investigation procedures that affect the interests of the borrower occur.

(2) Any breach of contract occurs or will occur.

(3) The borrower is informed that its or any of its important assets relating to any proceeding or arbitral proceeding, enforcement, seal-up, seizure or similar measures, or events or circumstances that may result in such proceedings or measures.

(4) The borrower has an economic dispute with a third party due to economic activities or a matter of affecting the normal conduct of the operating activities.

(5) Any event that may be seriously detrimental to the borrower’s business, asset status, etc.

(6) The borrower is required to change the legal representative, the name of the unit, modify the articles, or make significant changes in financial and personal matters.

(7) The borrower transfers the equity, make foreign investment, and increase debt financing substantially.

9.6 The borrower undertakes that no merger, division, dissolution, liquidation and any other action affecting the interests of the lender without the written consent of the lender.

9.7 Before the settlement of the principal and interest of the loan under this contract, it shall not, without the prior written consent of the lender and the trustee, provide the security to any person other than the borrower in respect of its legally owned standard gold or the assets formed by the loan.

9.8 It shall not, without the prior written consent of the lender and the trustee, establish a debt or any investment and financing behavior, including but not limited to bank loans, trust loans, mergers and acquisition loans, the establishment of property trusts, the specific asset usufruct, equity or equity investment and financing and other ways of investment and financing.

9.9 In the event that the after-tax net profit for the relevant fiscal year is zero or negative, or the after-tax profit is insufficient to cover the accumulated losses in the previous fiscal year, or the pre-tax profit is not used to settle the principal, interest and expense payable by the borrower during this fiscal year, or the pre-tax profit is not sufficient to pay off the next principal, interest and expenses, or before the liquidation of the principal and interest of the loan, the borrower shall not distribute dividends or bonus to the parent organization and /or shareholders in any form.

Article 10 Breach of Contract

10.1 Any of the following events constitutes a breach of this contract by borrower:

(1) The borrower fails to pay any amount due under this contract.

(2) The borrower fails to perform other payment or compensation obligation timely under this contract.

(3) The borrower does not use the loan for the purposes specified in this contract.

(4) Borrowing debts under any other loan financing agreement of the borrower are due unpaid, other default events or any such borrowing debts are declared as early due before the expiry date.

(5) The borrower has been involved in any liquidation, bankruptcy, dissolution, suspension or similar proceedings.

(6) Any significant asset of the borrower has been involved in any enforcement, seal-up, seizure, lien, regulatory measures or similar measures.

(7) The guarantor fails to comply with or performs any of the terms of the guarantee contract.

(8) The borrower fails to effect and renew insurance for the pledge gold in accordance with this contract.

(9) The borrower violates the matters set forth in Article 8 Statement and Guarantee of the contract and the undertakings provided for in Article 9 Commitments.

(10) Other circumstances that may endanger the security of the claims under this contract.

Article 11 Relief Measures

11.1 In the event of one or more of the defaults listed in Clause 10.1 of this Contract, the Lender may unilaterally take one or more of the following measures for relief:

(1) The lender has the right to declare the loan under this contract immediately expire ahead of schedule, in advance to recover some or all of the loans have been issued, and asks the borrower in accordance with the terms of the contract agreed to calculate and pay the loan interest, to avoid objection, in such circumstances, the interest rate on loan interest applies to 9.5% per year;

(2) The borrower is required to pay the penalty interest and so on, with overdue loan interest rate of the loan interest rate level (i.e. 9.5% / year) this contract agreed added on 50%. If the borrower does not use the loan interest rate according to the contract, the penalty loan interest rate shall be the loan interest rate level (i.e. 9.5% / year) this contract agreed added on 100%. For loans that have been used overdue or not used for the purposes agreed upon in this contract, interest shall be accrued at the interest rate from the date of overdue or non-use of the loan as agreed in this contract until the interest is paid. For the interest cannot be paid on time, according to the interest rate interest rate compound interest is calculated and collected;

(3) Exercise any security right;

(4) Terminate this contract;

(5) Other necessary measures;

(6) If the borrower violates the provisions of this contract and causes losses of the lender, even the lender takes the above remedial measures, it is not sufficient to compensate for all losses (including but not limited to all the principal of the loan, interest (including penalty), the expenses, litigation costs, attorneys’ fees, etc. incurred by the lender to exercise claims and subordinated rights), the lender shall have the right to continue claims to the borrower for the losses.

11.2 If the lender gives the borrower any grace or delay in the exercise of any of the rights under this contract, it shall not affect, impair or restrict all interests of the lender under this contract, laws and regulations and shall not be deemed to be that the lender waiving of the rights and interests, nor the expropriation of the borrower bearing any obligations under this contract.

11.3 If the trust is not established, the contract is automatically terminated, and the parties do not assume any breach of contract; but with the exception of the trust is not established because the borrower is in violation of this contract.

Article 12 Notice

12.1 Notices under this contract are served as follows:

(1) Send by registered letter, the date of holding receipt of the registered letter by the party giving the notice shall be deemed to be the date of served.

(2) Send by fax, the first working day of receiving a reply code or sending a confirmation bar successfully is deemed to be the date of served.

(3) Send by express, the fourth day after sending is deemed to be the date of served.

(4) Send by a special courier, it will be deemed to be delivered when sent to the relevant address.

12.2 The addresses and contact information of both parties to the contract are as follows:

Lender: National Trust Co., Ltd.

Contact Address: #1, No.18 Yard, West Binhe Road, Anwai, Dongcheng District, Beijing

PO: 100011

Contact: Chen Lihui

Telephone: 010-84268036

Fax: 010-84268000

Borrower: Wuhan Kingold Jewelry Co., Ltd.

Address: Te No.15 Huangpu Technology Park, Jiang’an District

PO: 430023

Contact: Huang Yi

Telephone: 027-65660788

12.3 In the case of the communication address or contact information of a party changes, it shall notify the other party within 10 days after the change in writing. In the event that the party with address changed does not notify the other party of the change in a timely manner, unless the law otherwise stipulated, that party shall be responsible for the resulting impact and losses.

Article 13 Notarization of Contract

13.1 The two parties agreed to apply Wuhan Changjiang Notary Public Office to handle and grant the enforcement effectiveness of notarization to the contract, the borrower voluntarily accepted the enforcement in line with the laws.

13.2 This contract shall have the enforcement effectiveness after notarization, in the case of the breach of contract by the borrower or achieving the claims according to laws and regulations, the provisions of this contract by the lender, the lender shall have the right to apply directly to the people’s court of law for enforcement, the borrower shall give up all right of defense and give up all the right to refuse to take responsibility for the lender.

13.3 When the lender applies to the notarization institution for the issuance of the implementation certificate, the notarization institution will verify the borrower with the means of "verification by letter", that is, the notarization institution shall issue a verification letter to the borrower with the "express mail". The mailing address shall be filled in contact address listed above, if any changes of the borrower contact address previously, the borrower shall notify the notarization institution from the date of change within 10 (10) days in writing (Notary institution name: Wuhan Changjiang Notary Public Office, address: F 16, Building A, Wuhan Chengshi Plaza, No. 160, Qiaokou Road, Wuhan, zip code: 430030). Within five (5) days from the date of issuance of the verification letter, the notarization institution has not received a written reply from the borrower, it shall be deemed that the borrower does default or appears the circumstance that the lender achieves the claims as the laws and regulation stipulated, or agreed on this contract.

13.4 Article 13 of this contract (notarized by contract) takes precedence over the application of dispute settlement in Article 14 of this Contract.

13.5 All expenses incurred in handling the notarization procedures under this term shall be borne by the borrower. On condition that the lender applies for enforcement from the people’s court, it needs the notary office to issue a certificate of implementation; the borrower shall bear the cost of issuing the implementation certificate.

Article 14 Other Matters

14.1 For the matters not covered by this contract, the parties to the contract may negotiate to sign a supplementary contract, which shall have the same legal effect with this contract, in the event that there is any conflict, the supplementary contract shall prevail.

14.2 The borrower shall have the right to transfer the rights and obligations under this contract and the guarantee contract to a third party; the borrower shall not transfer the rights and obligations under this contract to a third party without the prior written consent of the lender.

14.3 This contract shall enter into force after the signature or seal and with official seal of the legal representative or authorized representative of both parties.

14.4 The present laws, administrative regulations and rules of the People’s Republic of China shall apply to matters such as the conclusion, entry into force, performance, interpretation, modification and termination of this contract.

14.5 The disputes caused by this contract, the two parties shall resolve through consultation. If the negotiation fails, either party shall submit the case to the people’s court where the contract is signed. During the period of negotiation or litigation, for the terms of this contract not involved in the disputed parts, both parties shall fulfill as well.

14.6 After this contract comes into force, both parties shall not arbitrarily change or terminate the contract, unless the agreement on this contract, and if there is a certain need to change or terminate this contract, the parties shall reach a consensus and reach a written agreement. This contract shall continue until the written agreement is fulfilled.

14.7 The loan service agency designated by the trustee under this contract is Bank of Changsha Co., Ltd.

14.8 The borrower shall bear the expenses incurred under this contract, including but not limited to expenses for matters such as insurance, notarization, identification, assessment, registration and so on.

The contract is made in eight copies, the lender and the borrower each holds two copies, four copies for spare (for notarization, etc.) use, with the same legal effects. (The following is left blank)

This page is the signing page of the Trust Loan Agreement of [NT TZ No.16-004-01-02]

Lender (sealed): National Trust Co., Ltd.

Borrower (seal): Wuhan Kingold Jewelry Co., Ltd.

Date of contract: February 28, 2017

Sign place: Changsha, Hunan

Notary Certificate

(2017) ECJNZ Zi No. 3293

Applicant:

Party A (Borrower): Wuhan Kingold Jewelry Co., Ltd., Residence: Te No.15, Huangpu Technology Zone, Jiang’an District, Unified social credit code of business license (copy): 914201007414027360

Legal representative: Jia Zhihong.

Party B (Lender): National Trust Co., Ltd. Residence: West Binhe Road, Anwai, Dongcheng District, Beijing, Unified social credit code of business license (copy): 911100001429120804

Legal representative: Yang Xiaoyang.

Notarized matters: Give the Trust Loan Agreement enforcement effect

Party A and Party B apply to this office for notarization of the preceding Trust Loan Agreement and give the contract enforcement effect.

Upon investigation, the above-mentioned Trust Loan Agreement (contract number: NT TZ 17-004-01-02) was established on consensus by the above parties. The both parties have the civil rights and civil capacity of conduct the laws specified at the time of the conclusion of the contract. Both parties expressly stipulate the terms of the loan currency, amount, use, term, interest rate, conditions of issuance, loan guarantee and breach of contract etc. In order to ensure the performance of the debt, Party A has made a voluntary willingness to accept the meaning of enforcement. The notary office, when the debtor defaults, before this notary office issuing the certificate of execution on the application of the creditor, has reached a clear and specific agreement on verification content and the program.

Based on the above facts, we hereby certify that Jia Zhihong, the legal representative of Party A Wuhan Kingold Jewelry Co., Ltd., and Yang Xiaoyang, the legal representative of Party B National Trust Co., Ltd. signed the Trust Loan Agreement on February 28, 2017. Both parties have signed the contract in accordance with the provisions of Article 55 of the General Principles of the Civil Law of the People’s Republic of China . The contents of the contract are in conformity with the provisions of the Contract Law of the People’s Republic of China . The signatures and seals of the parties to the contract are true.

According to Article 238 of the Civil Procedure Law of the People’s Republic of China , Article 37 of the Notarization Law of the People’s Republic of China and the provisions of the Joint Circular of the Ministry of Justice of the Supreme People’s Court on the Implementation of the Creditor’s Documents on the Enforcement Effect Given by the Notary Authority , from the date of the previous Trust Loan Agreement taking effects and the formation of the creditor’s rights and interests , this notary certificate shall have the force of enforcement.

Wuhan Changjiang Notary Public Office of Hubei, Republic of China

Notary: Gao Cen (signed)

February 28, 2017

Contract of Trust loans

Exhibit 10.49

Contract of trust loans

NO: 【 HY 17-027-007-001 】

Wuhan Huayuan Technology Development Limited

【 6 】 Month 【 2017 】 Year

Contract of trust loans

Lender (Party A): Wuhan Huayuan Technology Development Limited

Address: No. 8, Hanhuang Road, Jiang’an District, Wuhan city

Zip code: 430000

Legal representative: Zhihong Jia

Fax: 027-65694977

Tel: 027-65694977

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

Address: 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

Herein :

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

Article 1 The contents of the loan

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

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

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

② The loan period is [] month, 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;

③ 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;

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

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

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

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

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

( 2 ) to provide liquidity loans to Party B.

Article 2 Release of loan

2.1 Once a loan shall be transferred to the account of Party B, Party B is deemed to bear the loan

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

Opening Bank: branch of the China Construction Bank, road 4 branch of Lake

Account Name: Wuhan Kingold jewelry Limited by Share Ltd

Account No: 42050110242500000003

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

Article 3 Interest of loan

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

Article 4 Loan principal repayment

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

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

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

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

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

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

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

Bank:

Account Name:

Account NO:

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

Article 5 Guarantee measures

5.1 The guarantee for the loan under this contract is:

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

Article 6 Repayment order

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

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

6.1.2 Pay the penalty, interest;

6.1.3 Interest payable;

6.1.4 Payment of principal.

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

Article 7 Maturity of the loan

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

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

7.2.1 Party B fails to draw money in accordance with the contract, or fails to use the loan fund in accordance with the provisions of article 1.4 of this contract;

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

7.2.3 Party B is forced or voluntarily closed down;

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

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

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

7.2.7 Party B shall have the circumstances of separation, merger, liquidation, reorganization, revocation, bankruptcy, dissolution, etc. that may affect the safety of the loan.;

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

7.2.9 Party B misappropriation of loans;

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

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

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

7.2.13 Party B fails to subscribe to the trust industry security fund;

7.2.14 Party B violates other provisions of this contract.;

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

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

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

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

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

Article 8 Information disclosure

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

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

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

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

Article 9 Supervision of the use of loan

9.1 The contents of Party A shall include but not limited to:

9.1.1 Party B operating conditions and performance is good, there is no major accident, whether it involves a major litigation seriously affect the repayment capacity;

9.1.2 Other circumstances that Party A considers to be checked.

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

Article 10 Lender / Party A's statement and guarantee

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

Article 11 Statement and guarantee of the borrower / Party B

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

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

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

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

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

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

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

(2) major event of default under other contract terms;

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

(4) major litigation and arbitration cases pending;

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

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

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

Article 12 The rights and obligations of Party A

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

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

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

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

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

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

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

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

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

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

12.11 the client confront pledge during the custody period, pledge the dynamic pledge rate of 70% or less, if the investment period, pledge value fell by 10%, Party A has the right to request Party B immediately to cover short positions or to repay part of the loan to meet the pledge rate of 70% of the dynamic. If Party B fails to cover positions within the prescribed period or repay the loan, Party A has the right to terminate the contract in advance, the disposal of collateral.

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

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

Article 13 The rights and obligations of Party B

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

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

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

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

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

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

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

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

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

13.10 The borrower shall not sign any agreement or document that damages the interests of the lender or any of the interests of the lender;

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

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

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

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

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

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

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

Article 14 Charges Clause

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

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

Article 15 Default event and default liability of the Lenders

15.1 The lender has no justifiable reason for breach of this contract, the borrower has the right to require the lender to correct the deadline; if borrower to make a loss, the borrower shall have the right to claim damages for the lender.

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

Article 16 Default event and default liability of the borrower

16.1 Default event and default liability of the borrower

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

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

(3) Fails to repay the principal and interest of loans;

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

(5) Transfer of assets to escape the debt;

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

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

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

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

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

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

16.4 If the lender is not sufficient to make up for the loss of the lender (including direct and indirect losses), the lender shall have the right to claim compensation for the loss;

Article 17 Notice

17.1 Notification and delivery

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

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

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

(3)If the recipient did not sign or reject,third working days from the date of sending document held by notification party or the date recorded in the domestic registered mail as served.

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

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

17.1.2 The two parties confirm the contact details as follows:

Party A: Wuhan Huayuan Technology Development Limited

Contact: Huang Yi

Address:

Zip code: 430000

Tel: 027-65694977

Fax: 027-65694977

Party B: Wuhan Kingold jewelry Limited by Share Ltd

Contact: Huang Yi

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

Zip code: 430023

Tel: 027-65694977

Fax: 027-65694977

17.1.3 If the contacts (including contact person or contact information) of this contract changes, the change party shall notify the other party in writing within 5 days after the change. Before the receipt of the notice of the change party’s information, the other party shall deem the documents and notice issued by the contact information before change.

Article 18 Applicable of law and dispute resolution

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

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

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

Article 19 Effective conditions and conditions of the loan contract

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

19.2 This contract shall fail when satisfy the following conditions:

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

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

Article 20 Other matters stipulated by Party A and Party B

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

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

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

(This is signature page with number " 【 HY 17-027-007-001 】 " of the "contract of trust loans", no body)

Party A: Wuhan Kingold jewelry

Party B: Wuhan Huayuan Technology Development Limited

(signature or seal):

Signing date:

Place of signing: [ ]

Exhibit 10.50

The Office Building Leasing Contract

Lessor (Party A): Wuhan HuaYuan Technology Development Co., Ltd

Lessee (Party B): Wuhan Kingold Jewlery Co., Ltd

According to the rules of “Contract Law” of our nation and the relevant laws and regulations, the following agreements which are relevant with the housing leasing should be established on the basis of equality, free will and consensus by negotiation:

Article 1 Premises and Purposes of Leasing

Party A agrees to lease 8/F, Tower A, Building 7, Kingold Jewlery Cultural Industry Quarter, located in No. 8 Hanhuang Road, Jiang’an District, Wuhan to Party B. The total area of the house for rental is 1,200 Square meters. The scope of operation of the leasing units is limited on the scope of operation ruled by Party B’s business license.

Article 2 The term of lease is five years from July 1, 2017 to June 30, 2022 .

Article 3 Rent:

The rent is 40 yuan/ Square meters/ Month (including the property management fee). The monthly rent is RMB 48,000 yuan; the rent should be paid quarterly. Party B should pay the rent of the first quarter in a lump sum in the day of signing the contract. The rest quarterly rent should be paid 5 days in advance before the expiration date. Party A should give the charges document to Party B after receiving the rent.

Article 4 Facilities and Expenses Undertaking

Article 5 Responsibilities and Obligations of Party A

2.       The house should be used by Party B when Party A signs the contract.

Article 6 Responsibilities and Obligations of Party B

Article 7 Termination of Contract

Unless the following situations occur, this contract is completely effective during the contract period, and shall not be terminated unilaterally.

Article 8 Responsibility of Default

Any one party, who breaks the contract and leads to termination of contract, shall pay 1% of the total contract value as liquidated damages to the other party, and compensate for all the other losses and costs.

Article 9 Supplementary Agreement

During the period of the lease, if this contract shall be terminated ahead of schedule because of the factors such as national policy changes or a force majeure, Party A shall notify Party B half a month early. Party B shall transact the formalities of termination of the contract according to the requirements of the notification and leave the house on time. Party A is not responsible for the losses cause by the above factors, but shall return the rent that Party A has paid but has not use yet.

Article 10 Party A shall provide the title deed (or the valid certification with the right to rent), identity certificate (business license) and other documents, while Party B shall provide the identity certificate. Both parties can copy each other’s documents for being kept after validation. All the copies are only for this lease contract.

Article 11 All disputes arising from this contract shall be settled in time through friendly negotiation. In case no settlement can be reached through negotiation, any one party can bring proceedings to the People's Courts in the locality where the shop is located.

Article 12 Both parties can make supplementary terms on the matters not stipulated in this contract by mutual agreement. The supplementary terms and attachments are also the parts of this contract, which have the equal legal effect with this contract.

Article 13 This contract takes effect after the signature of both parties. This contract is in duplicate, and each party holds one.

Signing Date: July 1, 2017

Exhibit 10.51

Trust Loan Contract

Between

Huarong International Trust Co., Ltd

And

Wuhan Kingold Jewelry Co., Ltd.

Contract No.: Huarong [2016] Trust No. 287- Loan No. 1

2016

Trust Loan Contract

Trust Loan Contract of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan (hereinafter referred to as “the Contract”)

Borrower: Wuhan Kingold Jewelry Co., Ltd. (hereinafter referred to as “Kingold Jewelry”)

Legal representative: Jia Zhihong

Residence: Te 15, Huangpu Science & Technology Garden, Jiang’an District

Contact person: Huang Yi

Contact number: 13971680308

Lender: Huarong International Trust Co., Ltd. (hereinafter referred to as “Huarong Trust”)

Legal representative: Zhou Daoxu

Residence: 12/F, tower B,Tongtail Business Center, No. 33, Jingrongdajie Road, Xicheng District, Beijing City

 Contact person: Chen Lei

Contact number: 010-57783682

The Borrower and the Lender are hereinafter called as “party” personally and “both parties” jointly.

Whereas:

Owing to demand for supplementing working capital, the Borrower applies for trust loan to The Lender. The Lender agrees to issue trust loan to the Borrower with the trust capital under the Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan.

The contract is made in line with the Contract Law and other relevant laws and regulations to specify the rights and obligations of both parties after reaching consensus through consultation.

Definitions and Interpretation

In the Contract, save where the context or text otherwise requires, the following words and expressions shall have the following meanings:

Trust Loan : refer to the loan issued to the Borrower with the trust capital under the Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan ,  including various loans issued one time or many times. Save it otherwise requires, “loan” in the Contract has the same meaning with trust loan.

Repayment : refer to the loan capital payment prescribed in the Contract.

Contract of Pledge : refers to the Contract of Gold Pledge of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan, with the number: huarong trust [2016] zhi [287]-1, signed by The Lender and Pledgor, and any valid modification and supplementation.

Contract of Guaranty : refers to “the Contract of Guaranty of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan, with the number: huarong trust [2016] bao [287]-1, signed by The Lender and Pledgor, and any valid modification and supplementation.

Transaction document : refers to the general term of the Contract, Financial Regulatory Agreement, and Regulatory Agreement of Pledge of Movables, Contract of Pledge and Contract of Guaranty and legal documents which prescribe the obligation or responsibility of the Borrower for performing the agreement.

Trust Contract : refers to the Trust Contract of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan signed by bailee and bailor under the trust scheme, and any valid modification and supplementation.

Specification of Trust Plan : refers to Specification of Trust Plan of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan   and any valid modification and supplementation.

Letter of Statement of Subscription Risk : refer to Letter of Statement of Subscription Risk of Trust Plan of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan   and any valid modification and supplementation.

Trust Document:  refers to the general terms of Trust Contract, Specification of Trust Plan and Letter of Statement of Subscription Risk.

Trust Plan/Trust : refers to Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan

Date of Loan:  refers to the date of establishment of the trust plan or the starting date of each allocation specified on the certificate of indebtedness of loan when making allocation for several times.

Expiration Date : refers to the date since the date of each loan with 24 months at the expiration, and the date for the confirmation of notification that the Lender announces the advanced expiration of loan.

Prepayment : the Borrower prepays all or part of loan capitals before the repayment date prescribed in the Contract.

Date of prepayment : refers to the date when the Borrower prepays all or part of loan capitals before the repayment date prescribed in the Contract.

Expiration : means that the expiring date prescribed in the Contract is due or the Lender pronounces that the loan is due in advance.

RMB Loan Account : refers to the bank account appointed by the Borrower, used for accepting the loan issued by The Lender.

Workday : refers to any day except national holiday and public holiday.

CBRC : refers to China Banking Regulatory Commission and its agencies.

Year : refers to every calendar year.

Quarter : refers to the natural quarter of calendar year, namely 1-3 as the first quarter, 4-6 as the second quarter, and 7-9 as the third quarter and 10-12 as the fourth quarter.

Month : refers to every calendar month.

RMB : lawful money of the People’s Republic of China.

Yuan : refers to monetary unit of RMB.

2. Words or abbreviation not defined in the Contract have the same definitions with relevant words or abbreviation in Trust Contract or other trust documents.

3. Titles of terms and attachment in the Contract are set solely used for the convenience of reference and are not deemed to be as the interpretation of the term or attachment.

Article 1 Loan Type

The loan under the Contract is loan of working capital.

Article 2 Currency of Loan

The currency of loan under the Contract is RMB.

Article 3 Purpose of Loan

The Borrower shall use the loan to supplement working capital. The Borrower is not allowed to change the purpose of loan without the written permission of The Lender, including but not limited to, that the Borrower is not allowed to use the loan for investment of stock, futures, financial derivative instrument, etc. or projects prohibited by any law, regulation, regulatory provision and national policy or projects without approval granted and   prohibit the project and purpose of loan investment.

Article 4 Amount of Loan

The amount of loan under the Contract is One Billion Yuan (Capital), RMB 1,000, 000, 000.00 Yuan (small). The specific amount of loan shall follow the amount specified on “the certificate of indebtedness of loan”. In case trust plan is issued or the allocation is made partially, the amount of loan under the Contract shall follow the total amount of loan specified on “the certificate of indebtedness of loan”.

Article 5 Life of Loan

The estimated period of each loan under this Agreement shall start from the loan lending day (included) and end at the last day of [24] months later (excluded, hereinafter referred to as "loan maturity date"). If the loan expires at the end of the quarter (i.e., 20th (included) day to the last day (included) of the final month of the period) or the People's Republic of China (for the purposes of this Agreement, the PRC excluding the Hong Kong Special Administrative Region, MSAR and Taiwan) statutory holidays, with the borrower's written application and the lender's approval, the maturity date of the loan may be extended to one of the first 3 working days of the first month of the next quarter, or one of 3 working days after statutory holidays.

Article 6 Interest Rate and Interest of Loan

6.1 The loan interest is calculated since the date of loan.

6.2 The interest on loan under the Contract is paid for two parts.

6.2.1 For each loan, the lender will receive a special interest for a period of 2 years within 3 working days from the lending date of the loan on a basis of 1% per year. The specific interest amount charged is actual loan amount × 1% × 2. To avoid disputes, both parties confirm:

(1) The special interest received by the lender in accordance with the provisions of this clause shall not be due to the repayment of the loan prior to the expiry date of each loan according to Article 5 of this Agreement, and the borrower shall be in accordance with the agreement, except as provided for in item (2) below.

(2) In accordance with this Agreement, the borrower repays the loan if the price of the pledged gold is lower than the warning line, and the special interest charged on the prepaid principal amount (hereinafter referred to as "overpayment of interest") may be borrowed. The person shall pay off the amount due to the lender when the lender finalizes the final loan principal and interest under this contract, in respect of any overdue interest on the aforementioned prepayment in advance = ∑ This advance payment is used to repay this contract. The principal amount of the i-th loan under the item x 1% × the actual number of days from the date of repayment of the i-th loan principal (inclusive) to the ending (excluding) period of the i-th loan scheduled due date ÷ 360. Among them, i refers to each loan under this contract, which is 1, 2, 3......

6.2.2 Except for the above-mentioned one-off special loan interest, other loan interest (hereinafter referred to as “general interest”) under this Agreement will be charged on a daily basis. For each loan, the general interest is calculated based on the actual number of days between the date of the loan deduction (inclusive) and the completion of the entire principal repayment of the loan under this Agreement (excluding the actual day). The general interest receivable on a daily basis = the principal balance of the loan on that day × 6.5% ÷ 360. For each loan, the settlement date of the general interest on the loan under this Agreement is the 21st day of the end of the natural season (ie March, June, September and December) and the pen Loan due date. The Borrower shall, on each settlement date, consolidate the unpaid general interest payable on each of the loans up to and including the settlement date to the lender's designated account as stipulated in this Agreement. If part of the principal repays during the period, the general interest paid with the principal will be deducted accordingly.

Whenever the borrower repays the principal of the loan, the borrower shall settle the unpaid general interest corresponding to the principal of the loan and pay it to the lender, and the unpaid amount corresponding to the principal of the loan shall be payable. General interest is calculated until the date on which the loan principal is repaid (excluding), and the balance of the loan principal is deducted on the date of repayment of the principal of the loan.

Article 7 Issue of Loan

7.1 Unless The Lender gives up all or part of conditions, only after satisfying the following prerequisites for issuing a loan, The Lender is in duty bound to issue a loan to the Borrower.

(1) The Contract has been signed.

(2) The Borrower has submitted the completed “Certificate of Indebtedness of Loan” according to the requirement of The Lender.

(3) Trust plan has been established.

(4) Contract of Guaranty has been signed.

(5) Contract of Pledge has been signed and the gold pledge procedure has been taken.

(6) Notarial acts for compulsory execution of the Contract and the abovementioned contracts have been transacted.

(7) Safe Lease has been signed and taken effect.

(8) Retention Agreement has been signed and taken effect.

(9) Property insurance for the pledge has been obtained.

7.2 Arrangement for Issue of Loan

After satisfying the conditions for issuing a loan prescribed in the Contract, The Lender should transfer the capital of loan into the following RMB loan account opened by the Borrower:

7.3 Once the loan under the Contract is transferred from the account of The Lender, it is deemed to that The Lender has fulfilled the obligation of issuing the loan.

Article 8 Repayment of Principal with Interest

8.1 Repayment Date

the day on which the borrower repays the principal of the loan to the lender in accordance with this Agreement, that is, the day upon "6" months, "12" months, "18" months passing by after issuing the loan and the maturity date of the loan.

8.2 Repayment of principal

The loan under this Agreement is repaid on different repayment days. The repayment method is as follows:

(1)The borrower shall repay the loan principal amount of 2.5% of the loan amount on the day of 6 months from the date of each loan deduction;

(2) The borrower shall repay the loan principal of 2.5% of the loan amount on the day of 12 months from the date of each loan deduction;

(3) The borrower shall repay the loan principal amount of 2.5% of the loan amount on the day of the full 18 months from the date of issuance of each loan;

(4) The borrower shall repay the remaining loan principal of the loan on the date of expiry of each loan term.

The lender has the right to adjust the amount of the loan principal to be repaid by the borrower on the above-mentioned repayment date according to the actual situation of the trust plan, but the borrower shall be notified in writing after the date of loan deduction, and the adjusted amount shall not exceed the aforementioned amount.

8.3 The Borrower shall transfer the payment payable to the following account appointed by The Lender on the interest payment date and repayment date.

8.4 The Lender is entitled to firstly use the payment of the Borrower to pay off all expenses which should be undertaken by the Borrower but are paid by The Lender for the Borrower prescribed in the Contract and expenses for The Lender achieving creditor’s right. The payment of the Borrower is insufficient to pay off the payable amount of The Lender (including but not limited to loan principal, interest, liquidated damages, compensation for damage, expense for achieving the creditor’s right and other expenses payable) under the Contract. The Lender is entitled to decide which payment is preferentially applied to the sequence of refunding principal, interest and other expenses.

8.5 Without written consent of the Lender, the Borrower should not repay in advance.

8.6 The borrower may apply for the early repayment of all or part of the loan principal of the loan after 12 months from the date of any loan deduction (including that date), but the borrower must submit an application in writing to the lender 30 days in advance. And the written consent of the lender. If the borrower repays the loan principal in advance, the unpaid general interest payable and other payables (if any) corresponding to the principal of the prepaid loan shall be settled together.

Article 9 Measures of Guarantee and Credit Promotion

9.1 All debts under the Contract, including but not limited to all principals, interest (including compound interest and default interest), liquidated damages, compensation and other payment that the Borrower shall pay to The Lender are guaranteed by guarantor in the following manners.

(1) In accordance with Contract of Pledge numbered huarong trust [2016] zhi [287]-1, Pledgor provides pledge guarantee with the pledge it legally owns.

(2) In accordance with Contract of Guaranty of numbered huarong trust [2016] bao [287]-1, Guarantor provides guarantee warranty with joint liability.

Article 10 Rights and Obligations of Borrower

10.1 Rights of Borrower

(1) Entitled to require The Lender to issue loan according to stipulations of the Contract;

(2) Entitled to use the loan for the purpose agreed in the Contract;

(3) Entitled to require The Lender to keep the relevant financial information and commercial secrets about production and management in confidentiality, save where laws and regulations otherwise require.

10.2 Obligations of Borrower

(1) During the term of loan, it must provide balance sheet, profit and loss statement, cash flow statement and other required relevant data to The Lender, within 15 days in the end of each financial year and take responsibility of the authenticity, completeness and validity of the foregoing provided documents and data.

(2) Use the loan for the purpose agreed in the Contract and cannot forcibly occupy and misappropriate it.

(3) Actively cooperate and consciously accept the investigation and supervision of The Lender on its production and management, financial activity and loan utilization under the Contract.

(4) Pay off principal and interest of loan on schedule in accordance with stipulations of the Contract.

(5) The Borrower and its investor are not allowed to secretly withdraw funds or transfer assets or evade debts to The Lender by connected transaction.

(6) In case the Borrower makes new investment and financing, or provides warranty for others’ debt before paying off principal and interest of loan, the Borrower shall notice the Lender in written form and secure the written consent of the Lender.

(7) During the period of validity of the Contract, in case that the Borrower and Guarantor alter name, address and legal representative, they should notice the Lender in writing within seven working days days since the date of alteration. Otherwise, relevant documents sent by the Lender based on the original name, address and legal representative are deemed as delivered.

(8) In case the Guarantor under the Contract suffers production halts, discontinuation of business, cancellation of registration, cancellation of business license, bankruptcy, revocation and operating losses and partly or all loses the guarantee ability corresponding to the loan or the value of mortgage and pledge as the guarantee of loan under the Contract reduces, damaged or lost or the guarantee is not established validly, or the Guarantor is unauthorized to cancel the registration of pledge and transfer the pledge and takes other acts of disposition which impact the performance of right of pledge, the Borrower shall promptly provide the Lender other recognized guarantee. In case the Borrower fails to keep the commitment according to requirement of the Lender, the Lender is entitled to proclaim that the loan is due in advance and the Borrower shall prepay all principal and interest of the loan based on requirements of the Lender and provide indemnity to the Lender for the caused loss.

(9) During the duration of contract, in case the Borrower or its related party, dominant stockholder and guarantor has consolidation, separation, alternation of stock rights, increase and decrease of capital, joint stock, consortium, production halts, discontinuation of business, cancellation of registration, cancellation of business license, revocation and forced application for bankruptcy, foreclosure and litigation, arbitration, great dispute, serious difficulty in production and management, deterioration of financial condition, involvement in illegal fund-raising, and the legal representative or person chiefly in charge and actual controller takes illegal actions, the change of marital status, administrative penalty or criminal punishment, unfavorable change of financial condition, litigation, arbitration and great dispute and the Lender considers what may bring adverse influence on the obligation of the Borrower of repayment under the Contract, the Lender is entitled to request the Borrower to implement the settlement of debt, guarantee or other remedial measures under the Contract and the Borrower shall prepay all principal and interest of the loan based on requirements of the Lender and provide indemnity to the Lender for the caused loss. In case of the said circumstances, the Borrower shall notice the Lender in writing within two days since the date of occurrence. Otherwise, the Lender is entitled to ask the Borrower to hold responsible for breach of contract.

(10) The Borrower shall bear expenses of evaluation, registration, notarization and lawyer service related to guarantee under the Contract.

Article 11 Rights and Obligations of the Lender

11. 1 Rights of the Lender

(1) The Lender is entitled to request the Borrower to repay the principal, interest and expenses of the loan on schedule, exercise other rights agreed in the Contract and perform other obligations under the Contract.

(2) Collect loan principal, interest, overdue interest, default interest, compound interest, liquidated damages and other payable expenses in accordance with law or provisions of the Contract.

(3) The Lender is entitled to understand the production and management, financial activity, construction of project for the loan and its operation of the Borrower and request the Borrower to provide relevant information.

(4) The Lender is entitled to investigate and supervise the usage of loan.

11.2 Obligations of the Lender

(1) Issue the loan on schedule based on the Contract, save the delay due to reason of the Borrower or other reasons not concerned about the Lender.

(2) Keep the financial information provided by the Borrower and the commercial secret about production and management in confidentiality, save the laws and regulations otherwise requires.

Article 12 Management after Loan

12.1 Within period of loan, the Borrower has the obligation to coordinate with the Lender to make investigation on the usage of loan capital under the Contract, including but not limited to that the Borrower shall provide the Lender relevant contract, agreement, payment document and certificate of ownership.

12.2 The Lender is entitled to investigate the performance, credit standing and business condition of the Borrower. The Borrower has the obligation to submit relevant data based on requirements of the Lender.

Article 13 Items of Notarization

13.1 The Lender and the Borrower shall transact notarization of document of obligation which endows the Contract with compulsory execution effect after signature. The Borrower shall bear the expense arising from notarization.

13.2 The Lender and the Borrower hereby confirm that the debtor-creditor relationship in the Contract is definite, without doubts on all agreed rights and obligations for both parties. In case the Borrower fails to fulfill or inappropriately fulfills any obligation agreed in the Contract, the Borrower is willing to receive compulsory execution, without any judicial proceeding. The Lender can directly apply for compulsory execution to people’s court with right of jurisdiction in line with provisions of Civil Procedure. Meanwhile, the Borrowers waives right of defense.

13.3 The agreement on notarization of compulsory execution in the Article is prior to execution of Article, “dispute resolution” in the Contract.

Article 14 Statement and Guarantee

14.1 Statement and guarantee of the Borrower are as follows:

(1) The Borrower is a legally registered and validly existing business entity and is entitled to dispose property under its management, operate the business related to purpose of loan under the Contract and sign and fulfill the Contract.

(2) The signing of the Borrower on the Contract has achieved the approval or authorization of board of shareholders of Company or other competent authorities and external competent authorities (if necessary); all responsibilities caused by the Borrower for having no right to sign the Contract shall be undertaken by the Borrower, including but not limited to proving compensation for loss to the Lender in full amount.

(3) There is no conflict for the signing and fulfillment of the Borrower for the Contract with provisions (such as articles of association) which are binding for the Borrower and assets and other agreement (including but not limited to investment and financing abroad, warranty provided to others and/or itself).

(4) All documents and information, including but not limited to transaction contract, agreement, relevantly financial statement, contract under the performance, signed with other financing institutions and contract providing warranty to others and/or itself shall be true, correct, legal, valid and complete.

(5) When signing the Contract, no litigation, arbitration or criminal and administrative punishment which causes seriously adverse consequences on the Borrower or main property of the Borrower take place and such litigation, arbitration or criminal and administrative punishment will not take place during the execution of the Contract. If happens, the Borrower shall immediately notice the Lender based on provision of the Contract.

(6) The Borrower possesses sustainable operation ability and legal source of repayment.

(7) In case the Borrower is in default on principal and interest of the loan or any other default, the Lender is entitled to notice related department or unit and make collection by announcement via news media.

(8) The Borrower shall operate legally, with sound credit standing, without poor credit record such as credit default and evasion and rejection of bank debts.

(9) The Lender has the right to provide the loan information of the Borrower to the national financial credit information basic data center according to the credit management rules.

14. 2 Statement and guarantee of the Lender are as follows:

(1) The Lender is a legal trust company approved by China Banking Regulatory Commission and approved business contains the fiduciary activities including events involved in the Contract. The Lender has full capacity for civil conduct as the non-bank financial institution in China.

(2) The Lender issues trust loan to the Borrower with the trust capital under the trust plan and Huarong Trust has legal right of disposition of trust property.

Article 15 Responsibility of Default

15.1 Any party shall take the responsibility of default by law if not performing or incompletely performing the obligations agreed in the Contract.

15.2 If the borrower fails to repay the principal or interest of any loan under the contract according to the agreement, the lender shall have the right to charge the borrower’s overdue principal at the rate of 150% of the daily interest rate of the loan on a daily Interest paid is calculated on a daily basis at 150% of the daily interest rate on the loan (to avoid disputes, the daily interest rate for loans is uniformly priced at 7.5%÷360, the same below). At the same time, the lender has the right to expedite some or all of the trust loans due under this contract, and the lender may request the borrower to pay the penalty of 20% of the principal balance of the loan at that time.

15.3 If the borrower fails to use the loan for the purposes agreed in this contract, the lender has the right to use the loan for breach of contract by the borrower according to the number of days in breach of the contract, and collects interest on a daily basis at 200% of the daily interest rate of the loan (to avoid any controversy, the loan date of the interest rate is uniformly priced at 7.5% (360%). At the same time, the lender is entitled to expedite some or all of the trust loans due under this contract, and the lender may request the borrower to pay the default penalty of 20% of the principal balance of the loan at that time.

15.4 In case of the following behaviors, the Lender is entitled to announce the acceleration of maturity of loan, stop issuing the funds which have not been withdrew by the Borrower and withdraw all loans in advance. The Borrower shall pay all payable but unpaid principal, interest and expenses under the Contract by the date determined in notice of the acceleration of maturity. The Borrower shall amend and take remedial measures satisfied to the Lender within 5 days after receiving the notice of the Lender.

(1) Provide the Lender with false or subreptitious balance sheet, profit and loss statement and other financial information, contract and agreement related to the transaction, etc.

(2) Violate this Contract by not notifying the Lender under the circumstances that it should notify the Lender, or not adopting payment, guarantee or other remedial measures under this Contract;

(3) In case of the following situations that the Lender holds it may endanger the safety of creditor’s right under the Contract: the Borrower fails to fulfill other matured debts (including the matured debts to the Lender or the third party), assign property with low price and without reward, abate debts of the third party, negligent in exercising creditor’s rights or other rights or proving warranty for the third party;

(4) The important part of or all properties are occupied by other creditor or taken over by the assigned consignee, recipient or similar personnel or the properties are distrained or frozen, which may cause loss to the Lender;

(5) In case of alteration on matters of industrial and commercial registration such as corporate shareholder, residence, contact address, business scope and legal representative or significant investment abroad that may affect or threaten the achievement of creditor’s right of the Lender;

(6) Involved in significant economic dispute or deterioration of financial conditions which may affect or threaten the achievement of creditor’s right of the Lender;

(7) Warranty has not been established validly or cancelled arbitrarily, or the value of guarantees and pledge used for warranty has been or may be reduced, or warrantor may lose qualification or ability of warranty.

(8) During the life of loan set forth in the Contract, the Borrower defaults to any creditor;

(9) Any precondition for issuing a loan agreed in the Contract has not been satisfied continuously.

(10) Any behavior or situation which may threaten the achievement of creditor’s right of the Lender or cause loss.

15.5 In case the Borrower, guarantor or the opposite side of transaction document violates the agreement of transaction document, the Lender is entitled to pronounce the acceleration of maturity of the loan, stop issuing the funds which have not been withdrew by the Borrower and withdraw all loans in advance. The Borrower shall pay all payable but unpaid principal, interest and expenses under the Contract by the date determined in notice of the acceleration of maturity.

15.6 In case two and above matters of default take place simultaneously; the foregoing funds can be applied repeatedly.

Article 16 Validation, Alteration and Termination of Contract

16.1 The Contract shall take effect since the date when the legal representatives or authorized representatives of both the Lender and the Borrower sign or seal and stamp the official seal of unit or special seal for contract and terminate since the date when all loan principal, interest, compound interest, default interest, liquidated damages and all payable expenses are paid off.

16.2 The Lender can transfer all or part of creditor’s right of loan under the Contract to the third party after the validation of the Contract. But the Borrower is not allowed to transfer its rights and obligations under the Contract to the third party without permission of the Lender.

Article 17 Ways of Dispute Resolution

17.1 Both parties shall solve disputes arising from the process of contract performance by friendly negotiation. In case no settlement can be reached through negotiation, the parties can prosecute to people’s court with right of jurisdiction in the domicile of the Lender or apply for compulsory execution to people’s court with right of jurisdiction.

17.2 During negotiation and litigation and the Borrower is applied to execute, for other terms without disputes under the Contract, the Lender and the Borrower shall still execute.

17.3 Any dispute arising from the signing and performance of the Contract and interpretation of terms under the Contract are subject to laws and regulations of People’s Republic of China (for the purpose of the Contract, not including laws and regulations of Hong Kong, Macao Special Administrative Region and Taiwan) and interpreted by these.

Article 18 Notification and Delivery

18.1 All notifications of both parties are in written form and can be delivered by personal service, registered letter service and express mail service. The fax can be auxiliary mode of service but shall be made supplementary service in the foregoing stipulated manner.

18.2 Save the Contract otherwise requires, notification is deemed to be delivered to notified party on the following date.

(1) Personal service: date stated in the signature form of notified party received by notifying party.

(2) Registered letter service: the seventh day after the date when sending the receipt of registered letter at home possessed by notifying party

(3) Express mail service: the third day after postmark date after sending the delivery certificate possessed by notifying party

(4) Fax: the first workday after receiving the confirmation of successful delivery

18.3 Both parties agree that their contact and communication method follow the information written at head of the body of this contract

18.4 During the life of loan, in case the contact address or contact information of one party changes, it shall notice the other party within seven workdays since the date of change in writing. If failing to immediately notice the other party in case of any change, the notification sent by one party to the other is deemed to be delivered.

Article19 Confidentiality

19.1 Both parties take the confidentiality obligation for the Contract and events related to the Contract. One party is not allowed to disclose any event related to the Contract to the third party without the written permission of the other party, save the following situations.

(1) The Lender fulfills the obligation of information disclosure stipulated by laws and regulations or trust document and discloses to trustor and beneficiary.

(2) Disclose to staff such as auditor and lawyer entrusted in business, with the premise that the staff must take confidentiality obligation for information related to the Contract perceived from their work;

(3) Such information and document may be obtained through public approach or the disclosure of such information is the requirement of laws and regulations;

(4) Disclosure related to the Contract made to court or based on requirement of disclosure procedure or similar procedure before litigation or adopted legal procedure;

(5) Disclosure made by the Lender to the financial regulatory institution in accordance with the requirements of financial regulatory institution.

19.2 In any case, the confidentiality obligation stipulated in this section shall be permanently and continuously valid.

Article 20 Force Majeure

20.1 Force majeure in the Contract refers to any unforeseeable, unavoidable and insuperable objective circumstances, including but not limited to flood, earthquake and other natural disasters, war, epidemic situation, disturbance, strike and act of government, etc.

20.2 In case one party of the Contract fails to completely or partly fulfill the Contract due to force majeure, it shall notice the other party in writing within 5 days since the occurrence of force majeure and provide the detailed information of events and documentary evidence that relevant competent authority and functional department prove that the Contract cannot be fulfilled completely or partly within 15 days.

20.3 Any party shall not take responsibility of default in case it fails to completely or partly fulfill the Contract due to force majeure but it shall take all necessary and appropriate actions to minimize the losses caused to the other party.

  Article 20. Relevant Bank Accounts

20.1 The account of borrower under this contract:

Account name: Wuhan Kingold Jewelry Co., Ltd

Account number:

Opening Bank:

20.2 The account of lender under this contract

Account name: Huarong International Trust Co., Ltd

Account number:

Opening bank:

The Borrower has read all terms of the Contract. At the request of the Borrower, the Lender has made corresponding stipulation about the Contract. The Borrower has completely understood the meaning of contract terms and corresponding legal consequence. The Borrower is entitled to sign the Contract.

(There is no body in the following)

[This page is the signature page of the Trust Contract of Huarong·Wuhan Kingold Trust Assembled Fund Trust Plan, with the number: Huarong [2016] Trust No. 287- Loan No. 1, no body.]

The Borrower: Wuhan Kingold Jewelry Co., Ltd. (official seal or special seal for contract)

Legal representative or authorized representative (sign or seal)

The Lender: Huarong International Trust Co., Ltd (official seal or special seal for contract)

Legal representative or authorized representative (sign or seal)

Date of signature: March 3, 2017

Address of signature: Xicheng District, Beijing City

Huarong International Trust Co., LTD.

and

Wuhan Kingold Jewelry Co., Ltd.

Trust Loan Agreement Signed between

Supplementary Contract of

Contract No.: Huarong [2016] Trust No. 287- Loan No. 1- Supplement No. 1

Borrower: Wuhan Kingold Jewelry Co., Ltd. (hereinafter referred to as “Kingold Jewelry”)

Legal representative: Jia Zhihong

Residence: Te 15, Huangpu Science & Technology Garden, Jiang’an District

Contact person: Huang Yi

Contact number: 13971680308

Lender: Huarong International Trust Co., Ltd. (hereinafter referred to as “Huarong Trust”)

Legal representative: Zhou Daoxu

Residence: 12/F, tower B,Tongtail Business Center, No. 33, Jingrongdajie Road, Xicheng District, Beijing City

Contact person: Chen Lei

Contact number: 010-57783682

Whereas,

1.  the borrower and the lender signed Trust Loan Agreement (hereinafter referred to as "the Original Contract") filed as Huarong [2016] Trust No. 287- Loan No. 1 to stipulate loan issuing from the borrower to the lender and principal and interest repayment etc. relevant matters.

2.  As at the day of the signing of this supplementary contract, the lender has not yet made payment to the borrower.

Based on friendly consultations, the two parties amended items including the loan interest, loan period and other matters under the Agreement, and jointly entered into this supplementary contract which shall be jointly observed.