[] [Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com March 7, 2012 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang'an District Wuhan, Hubei province, PRC 430023 Ladies and Gentlemen: (i) shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (ii) one or] []
[] [Reed Smith LLP 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com March 7, 2012 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang'an District Wuhan, Hubei province, PRC 430023 Ladies and Gentlemen: (i) shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (ii) one or] []
[FORM S–3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KINGOLD JEWELRY, IN Delaware 13-3883101 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 (011) 86 27 65694977 (Address, including zip code, and telephone number, including Corporation Service Company 2711 Centerville Road Suite 300] [SENIOR INDENTURE by and between KINGOLD JEWELRY, INC. as Issuer, and _____________________, as Trustee Dated as of ______________ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Incorporation by Reference of Trust Indenture Act 4 SECTION 1.03 Rules of Construction 5 ARTICLE II THE SECURITIES 5 SECTION 2.01 Unlimited in Amount,] [FORM OF SUBORDINATED INDENTURE by and between KINGOLD JEWELRY, INC. as Issuer, and _____________________, as Trustee Dated as of ______________ Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions. 1 SECTION 1.02 Incorporation by Reference of Trust Indenture Act. 6 SECTION 1.03 Rules of Construction. 6 ARTICLE II THE SECURITIES 7 SECTION 2.01 Unlimited in Amount, Issuable] [LLP Reed Smith 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com February 24, 2012 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang'an District Wuhan, Hubei province, PRC 430023 Ladies and Gentlemen: (i) shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (ii) one or] []
[FORM S–3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KINGOLD JEWELRY, IN Delaware 13-3883101 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 (011) 86 27 65694977 (Address, including zip code, and telephone number, including Corporation Service Company 2711 Centerville Road Suite 300] [SENIOR INDENTURE by and between KINGOLD JEWELRY, INC. as Issuer, and _____________________, as Trustee Dated as of ______________ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Incorporation by Reference of Trust Indenture Act 4 SECTION 1.03 Rules of Construction 5 ARTICLE II THE SECURITIES 5 SECTION 2.01 Unlimited in Amount,] [FORM OF SUBORDINATED INDENTURE by and between KINGOLD JEWELRY, INC. as Issuer, and _____________________, as Trustee Dated as of ______________ Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions. 1 SECTION 1.02 Incorporation by Reference of Trust Indenture Act. 6 SECTION 1.03 Rules of Construction. 6 ARTICLE II THE SECURITIES 7 SECTION 2.01 Unlimited in Amount, Issuable] [LLP Reed Smith 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com February 24, 2012 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang'an District Wuhan, Hubei province, PRC 430023 Ladies and Gentlemen: (i) shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (ii) one or] []
[] [LLP Reed Smith 599 Lexington Avenue reedsmith.com January 31, 2012 Kingold Jewelry, Inc. Ladies and Gentlemen: In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.] []
[KINGOLD JEWELRY, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT Subscription Agreement Company Subscriber BACKGROUND WHEREAS Wuhan Kingold WHEREAS VIE Agreements WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE 1. Agreed Subscription . The Subscriber hereby subscribes for 2,783,527 shares (the “ Shares ”) of common stock, $0.001 par value (“ Common Stock ”), of the Shares to the Subscriber. 2. Acknowledgements of Subscriber.] [Item 1.01 Entry into a Material Definitive Agreement. The Company has benefited as a result of Mr. Yang Wen’s purchase of the 4.17% of the equity interest of Wuhan Kingold and his subsequent entry into the VIE Agreements. As a result, the Company agreed to fairly remunerate Mr. Yang Wen for his undertakings on behalf of the Company. In connection]
[KINGOLD JEWELRY, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT Subscription Agreement Company Subscriber BACKGROUND WHEREAS Wuhan Kingold WHEREAS VIE Agreements WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE 1. Agreed Subscription . The Subscriber hereby subscribes for 2,783,527 shares (the “ Shares ”) of common stock, $0.001 par value (“ Common Stock ”), of the Shares to the Subscriber. 2. Acknowledgements of Subscriber.] [Item 1.01 Entry into a Material Definitive Agreement. The Company has benefited as a result of Mr. Yang Wen’s purchase of the 4.17% of the equity interest of Wuhan Kingold and his subsequent entry into the VIE Agreements. As a result, the Company agreed to fairly remunerate Mr. Yang Wen for his undertakings on behalf of the Company. In connection]
[RMB Working Capital Loan Contract Borrower:Wuhan Kingold Jewelry Company Limited (Hereinafter Party A) Address: 15# Huangpu Science and Technology Park, Jiang’an District, Wuhan, Hubei Province, PRC Postal code: Tel: Fax: Legal representative: Zhihong Jia Deposit bank & Account number: 7381310182600083815 Lender: Wuhan Branch China CITIC Bank Corporation Limited (Hereinafter Party B) Address: No.747 Jianshe Road, Hankou District, Wuhan, Hubei Province] [RMB Working Capital Loan Contract (Contract Number: 2147) Borrower:Wuhan Kingold Jewelry Company Limited (Hereinafter Party A) Address: 15# Huangpu Science and Technology Park, Jiang’an District, Wuhan, Hubei Province, PRC Postal code: Tel: Fax: Legal representative: Zhihong Jia Deposit bank & Account number: 7381310182600083815 Lender: Wuhan Branch China CITIC Bank Corporation Limited (Hereinafter Party B) Address: No.747 Jianshe Road, Hankou District,] [FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): December 13, 2011 KINGOLD JEWELRY, INC. Delaware (State or other jurisdiction of incorporation) 001-15819 (Commission 13-3883101 (I.R.S. Employer Identification No.) 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 (Zip Code) (011) 86 27 65660703 see ¨ ¨ ¨ ¨ Item 1.01 Entry into]
