[] [AMENDED AND RESTATED CALL OPTION AGREEMENT Agreement Effective Date Purchaser Purchasers Seller Parties Party This AMENDED AND RESTATED CALL OPTION AGREEMENT (this “ RECITALS WHEREAS ActiveWorlds Dragon Lead Famous Grow Company Reverse Acquisition Agreement WHEREAS WHEREAS Company Shares WHEREAS WHEREAS Call Right NOW, THEREFORE AGREEMENT 1. DEFINITIONS; INTERPRETATION Terms Defined in this Agreement 1.1. Bankruptcy Law “ Business Day “] [Amendment to Amended and Restated Call Option Agreement This amendment to AMENDED AND RESTATED CALL OPTION AGREEMENT (this “Amendment”) is made and entered into as of March 26, 2016 (the “Effective Date”), between Jia Zhi Hong and Zhao Bin, residents of the People’s Republic of China and Huo Yong Lin, a resident of Hong Kong Special Administration Region (referred to] [Amendment 2 to Amended and Restated Call Option Agreement This Amendment 2 to AMENDED AND RESTATED CALL OPTION AGREEMENT (this “Amendment”) is made and entered into as of March 28, 2016 (the “Effective Date”), between Jia Zhi Hong, a resident of the People’s Republic of China and Huo Yong Lin, a resident of Hong Kong Special Administration Region (referred to] [SPD BANK Gold Lease Agreement _Wuhan Branch of Shanghai Pudong Development Bank Co., Ltd Lease Party: Wuhan Kingold Jewelry Co., Ltd_____ Leased Party: _ Whereas: GR2014027001 Party A and Party B signed the Gold Lease Framework Agreement (hereinafter as Framework Agreement) on the date of __July__/ _9__ day _2014_, document No. I. Transaction Content 1. Customer No. in Gold Exchange] [SCHEDULE OF GOLD LEASE AGREEMENTS SUBSTANTIALLY IDENTICAL IN ALL MATERIAL RESPECTS TO THE GOLD LEASE AGREEMENT FILED AS 1. Signing Date 2015/7/20 2015/7/20 2015/8/26 2015/8/26 2015/9/1 2. Weight (KG) 150 160 235 95 80 3. Settlement price (yuan/g) 229.6 229.6 237.3 237 233.87 4. Lease gold market price (Yuan) 34,440,000 36,736,000 55,765,500 22,515,000 18,709,600 5. Lease rate (%/Year) 6% 6%] [RMB Working Capital Loan Contract Borrower: Wuhan Kingold Jewelry Co., 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] [RMB Working Capital Loan Contract Borrower: Wuhan Kingold Jewelry Co., 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] [Gold Lease Agreement Type: AU9999 Weight per gram: 195000 Goods attribute: Buy in goods right Days: 365 days Interest Rate: 5.7% Unit Price (Yuan/Gram) 233.54 Charging Standard: Actual days/360 ¥ Gold Leasing Fees: Account Payable: Rental Purposes: Production and Process Borrower: Wuhan Kingold Jewelry Co., Ltd. Legal representative (person in charge): Contactor: Telephone: Lender: China Construction Bank Wuhan Jiang An] [Gold Lease Agreement Type: AU9999 Weight per gram: 375000 Goods attribute: Buy in goods right Days: 365 days Interest Rate: 5.7% Unit Price (Yuan/Gram) 231.70 Charging Standard: Actual days/360 ¥ Gold Leasing Fees: Account Payable: Rental Purposes: Production and Process Borrower: Wuhan Kingold Jewelry Co., Ltd. Legal representative (person in charge): Contactor: Telephone: Lender: China Construction Bank Wuhan Jiang An] [Gold Lease Agreement Type: AU9999 Weight per gram: 245000 Goods attribute: Buy in goods right Days: 365 days Interest Rate: 5.7% Unit Price (Yuan/Gram) 232.50 Charging Standard: Actual days/360 ¥ Gold Leasing Fees: Account Payable: Rental Purposes: Production and Process Borrower: Wuhan Kingold Jewelry Co., Ltd. Legal representative (person in charge): Contactor: Telephone: Lender: China Construction Bank Wuhan Jiang An] [Trust Loan Contract Contract No.: AXXT[2016]JHXT01-DK01 Trust Loan Contract Anxin Trust Co., Ltd. January of 2016 Trust Loan Contract Contents 1 Definition and Explanation 1 2 Trust loans 4 3 Precedent condition of disbursement 5 4 Disbursement of loans 7 5 The usage of trust loan 7 6 Interest 8 7 Repayment 9 8] [Gold Lease Agreement The Leasor: Wuhan Huangpu Branch of Industrial and Commercial Bank of China Co., Ltd. Zou Guohua The Principal: No. 260, Huangpu Street, Jiang’an District 430000 Residence (Addres): 027-82219748 Telephone: Shanghai Gold Exchange Code: _____/____ Wuhan Kingold Jewelry Co., Ltd. The Leasee: Jia Zhihong Hu Qiao Legal Representative: Residence (Addres): Special No. 15 of Huangpu Science and Technology] [Company Name Percentage Owned Jurisdiction of Incorporation Dragon Lead Group Limited 100% by Kingold Jewelry, Inc. BVI corporation Wuhan Vogue-Show Jewelry Co., Ltd. 100% by Dragon Lead Group Limited People’s Republic of China Wuhan Kingold Jewelry Company Limited 95.83% contractual interest owned by Wuhan Vogue-Show Jewelry Co., Ltd. People’s Republic of China Wuhan Kingold Internet Co., Ltd. 55% by Wuhan] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-179260) and Form S-8 (No. 333-177661) of Kingold Jewelry, Inc. of our reports dated March 28, 2016, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in this Annual] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Zhihong Jia, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Bin Liu, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Zhihong Jia Chairman of the Board and Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Bin Liu Chief Financial Officer] [KINGOLD JEWELRY REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2015 Company to Hold Conference Call with Accompanying Slide Presentation on March 28, 2016, at 6 p.m. ET WUHAN CITY, China, March 28, 2016 - Kingold Jewelry, Inc. ("Kingold" or "the Company") (NASDAQ: KGJI), 2015 Financial and Operating Highlights (all results are compared to ) prior]