[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] []