[LLP Reed Smith 599 Lexington Avenue reedsmith.com October 4, 2012 Kingold Jewelry, Inc. Ladies and Gentlemen: Company Shares Common Stock Loan Agreement EFH Prospectus Supplement Base Prospectus Registration Statement Prospectus Securities Act Resolutions NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ ¨ BEIJING ¨ PARIS ¨ LOS ANGELES ¨ SAN FRANCISCO ¨ PHILADELPHIA ¨ SHANGHAI ¨ PITTSBURGH MUNICH] [STOCK LOAN AND REPURCHASE AGREEMENT Borrower Lender This Stock Loan and Repurchase Agreement is between Kingold Jewelry, Inc. having an address of 15 Huangpu Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, 430023, China, P.R. (the “ WITNESSETH WHEREAS, WHEREAS, NOW THEREFORE, Article 1 DEFINITIONS Defined Terms 1.1 “Agreement “Change in Collateral” Approved Exchange “Closing Statement” “Common Stock” “Event] []