[CONVERTIBLE NOTE PURCHASE AGREEMENT DATED AS OF April 2, 2015 by and between KINGOLD JEWELRY, INC., as Issuer, AND FIDELIDADE – COMPANHIA DE SEGUROS, S.A., ______________________________________________ 6.0% Senior Secured Convertible Note due 2018 TABLE OF CONTENTS Page ARTICLE 1.DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01 Definitions 1 Section 1.02 Acts of Holder; Record Dates 9 Section 1.03 Notices,] [FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT Agreement Company Holder Purchase Agreement Note Common Stock Conversion Shares In connection with the Convertible Note Purchase Agreement, dated as of April 2, 2015, entered into by the Company and the Holder (the “ 1933 Act The Company and the Holder hereby agrees as follows: Definitions Section 1. Initial Registration Statement] [KINGOLD JEWELRY RECEIVES $15 MILLION STRATEGIC INVESTMENT FROM SUBSIDIARY OF FOSUN INTERNATIONAL LIMITED IN A PRIVATE PLACEMENT TRANSACTION Company to Hold Conference Call at 11:00 AM ET WUHAN CITY, China, April 6, 2015 - Kingold Jewelry, Inc. ("Kingold" or "the Company") (NASDAQ: KGJI), a majority-owned subsidiary of Fosun International Limited (HKEx stock code: 00656, together with its subsidiaries, "Fosun") that] []