UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 13, 2015 (September 17, 2015)
KINGOLD JEWELRY, INC.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-15819 |
|
13-3883101 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
15 Huangpu Science and Technology Park
Jiang’an District
Wuhan, Hubei Province, PRC |
|
430023 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (011)
86 27 65694977
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 17, 2015,
Wuhan Kingold Jewelry Company Limited (“Wuhan Kingold”), the controlled subsidiary of Kingold Jewelry, Inc.
(the “Company”), entered into a Trust Loan Contract in the amount of RMB300 million (equivalent to approximately
US$47.1 million) with China Minsheng Trust Co., Ltd. The Trust Loan was approved on August 3, 2015. The stated purpose of the Trust
Loan is capital turnover. The loan has a 12-month term, and bears interest at a fixed annual rate of 12.5%. The loan is secured
by 1,877.4 kilograms of Au9995 gold, pledged by Wuhan Kingold. Our CEO Mr. Zhihong Jia and his wife Lili Huang also agreed to guarantee
the loan. The repayment of the loan may be accelerated under certain conditions, including upon a default of principal or interest
payment when due, breach of representations or warranties, certain cross-defaults, upon the occurrence of certain material events
affecting the financial viability of Wuhan Kingold, and other customary conditions.
An English translation
of the Trust Loan Contract is filed as Exhibit 10.1 hereto. The foregoing summary of the Trust Loan Contract does not purport to
be complete and is qualified in its entirety by reference to such agreement, which is incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure contained
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 10.1 |
|
Trust Loan Contract (English translation), dated September 17, 2015, between Wuhan Kingold Jewelry Company Limited and China Minsheng Trust Co., Ltd. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
KINGOLD JEWELRY, INC. |
| |
|
| |
By: |
/s/ Zhihong Jia |
| |
|
Name: Zhihong Jia
Title: Chief Executive Officer |
Date: October 13, 2015
Exhibit 10.1
Trust Loan Contract
Between
China Minsheng
Trust Co., Ltd.
And
Wuhan Kingold
Jewelry Co., Ltd.
Contract No.:
[2015-MSJH-60-2]
2015
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
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 [2015-MSJH-60-1]
China Mingshen Trust – Zhixin No. 37 Kingold Jewelry Loan Assembled Fund Trust Plan Trust Contract (“Trust Contract”
or “Trust Document”), Party A sets up China Mingshen Trust – Zhixin No. 37 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.
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
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 [2015-MSJH-60-2] 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. 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 establishment of the Trust Plan or the corresponding following date of successful funding of the fund 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 20, June 20, September 20, December 20 of each natural year and each Expiration Date of Loan. The Interest Settlement
Date cannot be extended.
1.5 Interest Payment
Date: one business day after each Interest Settlement Date.
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 Warrantor:
each of or the joint name of warrantor including pleador.
1.9 Contract of
Warranty: each of or the joint name of the Contract of Gold Pledge, Contract of Guaranty and other warranty transaction documents.
1.10 Contract
of Gold Pledge: Contract of Gold Pledge between China Minsheng Trust Co., Ltd. and Wuhan Kingold Jewelry Co., Ltd. signed
by Party A and Pledgor [2015-MSJH-60-3].
1.11 Contract
of Guaranty: Contract of Guaranty between China Minsheng Trust Co., Ltd. and Zhihong Jia and Lili Huang [2015-MSJH-60-7]
signed by Party A and guarantors.
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
1.12 Authorized
Subscription Contract of Trust Industry Security Fund: Authorized Subscription Contract of Trust Industry Security Fund [2015-MSJH-60-4]
signed by Party A and Party B.
1.13 Yuan:
refers to the monetary unit of China, the Reminbi or RMB.
1.14 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 Three Hundred Million Yuan, or RMB 300,000,000.00, 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 projects prohibited
by any law, regulation, regulatory provision and national policy.
3.2 When requested
by Party A, Party B shall sign a Fund Supervision Contract with Party A or a third party engaged by Party A to specify the post-loan
management matters including supervision of loan usage by fund supervisor. The details follow the Fund Supervision Contract. The
Fund Supervision Contract will be an annex to the Contract for both parties to comply with.
3.3 Any change
to the Fund Supervision Contract shall be confirmed by all parties in writing. For any request of fund usage not corresponding
to the Fund Supervision Contract, Party A or the third party engaged by Party A has the right to refuse the payment.
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 12 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
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
The annual interest
rate of loan under the Contract is 12.5%.
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 [12.5]%/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.
Interest that Party
B should pay on each Interest Payment Date for each loan=Σ The interest that Party B should pay during the period from the
Issuance Date of Loan (inclusive) or last interest settlement date (inclusive) to the interest settlement date (exclusive).
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.
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
(1) To issue the first
loan, the trust plan for the first payment has been set; to issue each of following loans, the refunding for the subsequent loans
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 all Contracts of Warranty 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: 11160000000403243
Account Name: Wuhan
Kingold Jewelry Co., Ltd
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
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) Party B could request
prepayment, but only after sending request in writing 20 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 is less than 6 Months, the loan interest is calculated
basing on 6 Months. If the life of the loan is over 6 Months (including 6 Months), 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: Wuhan Branch
of Xingye Bank
Account number: 416010100101379814
Account name: China
Minsheng Trust Co., Ltd
Article 8 Warrant
of Loan
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
Party B in the following manners.
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
8.1 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 Contract of Gold Pledge.
8.2 Party B’s
actual controllers Mr. Zhihong Jia and Ms. Lili Huang provide guarantee warranty with joint liability. The details are specified
in the Contract of Guaranty.
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 post-loan management regarding the loan issued by Party A, including but not limited to
knowing and investigating Party B’s production, operation, financial activities, loan fund usage, fund supervision or other
matters specified in the Fund Supervision Contract;
(6) 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;
(7) 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;
(8) 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;
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
(9) 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;
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
(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;
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
(15) Ensure all Warrantors
to work with Party A to sign Contracts of Warranty 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) 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.
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
(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;
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
10) Fail to timely
and fully pay the security fund according to the Authorized Subscription Contract of Trust Industry Security Fund;
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 Pledgor and requires 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
Contract of Gold Pledge, 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 Pedgor fails to address the damages under the
Contract of Gold Pledge;
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 Contract of Gold Pledge 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 Contract of Gold Pledge;
8) Other breach scenarios
under the Contract of Gold Pledge.
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;
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Trust Loan Contract |
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 Wuhan Changjiang Notary Office.
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
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: Shuai
Ye
Phone Number: 18702799061
Fax Number: 010-85259080
Email: yeshuai@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
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
15.3 Notification is
deemed to be delivered to the other party on the following date:
(1) Personal delivery:
date stated in the signature form of notified party received by notifying party.
(2) Registered letter
service: the fifth day after the date on the receipt of domestic registered letter possessed by notifying party
(3) Fax: the first
workday after receiving the confirmation of successful delivery
(4) Express mail service:
the fourth day after postmark date after on the delivery certificate possessed by notifying party
(5) Email: date stated
in the email system of successful delivery by notifying party.
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.
| China Minsheng Trust Co., Ltd. |
Trust Loan 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)
| China Minsheng Trust Co., Ltd. |
Trust Loan Contract |
(This is the signature page of Trust Loan
Contract of No. 2015-MSJH-60-2 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, 2015
Contract signed in:
Dongcheng District of Beijing City
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