KGJI [KINGOLD JEWELRY] 8-K: (Original Filing)
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[January 14, 2013 Via EDGAR Division of Corporation Finance Attn: William H. Thompson, Accounting Branch Chief Tony Watson Re: China Recycling Energy Corporation Form 10-K for Fiscal Year Ended December 31, 2011 File No. 001-34625 Dear Mr. Thompson: In addition, attached to this response letter, for the SEC’s review and comment, is a draft of Amendment No. 1 to the]
[LLP Reed Smith 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com January 10, 2013 Kingold Jewelry, Inc. Ladies and Gentlemen: Company Firm Shares Common Stock Shares Subscription Agreement Investors Prospectus Supplement Base Prospectus Registration Statement Prospectus Securities Act Resolutions NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ ¨ BEIJING] [KINGOLD JEWELRY, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT Subscription Agreement Company Schedule A Subscriber Subscribers BACKGROUND WHEREAS Act Common Stock NOW, THEREFORE 1.1 Firm Shares Schedule A 1.2 Schedule A Schedule B Shares 2. 2.1 2.2 2.3 2.4 2.5 3. Survival Closing 4. Indemnification 5. Lock-Up 6. Notice Attention: Zhihong Jia Attention -2- 7. Assignment 8. Binding Effect 9. Governing] [KINGOLD JEWLERY, INC. Date of Issuance: January 10, 2013 Certificate No. Company Holder Section 5 FOR VALUE RECEIVED, Kingold Jewelry, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ 1. Exercise Period Exercise Period 1.1 1.2 Exercise Subscription Form (b) (c) Partial Exercise 1.3 Delivery of Stock Certificates on Exercise 1.4 2. Dividends,] []
[LLP Reed Smith 599 Lexington Avenue New York, NY 10022-7650 +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com January 10, 2013 Kingold Jewelry, Inc. Ladies and Gentlemen: Company Firm Shares Common Stock Shares Subscription Agreement Investors Prospectus Supplement Base Prospectus Registration Statement Prospectus Securities Act Resolutions NEW YORK ¨ LONDON ¨ HONG KONG ¨ CHICAGO ¨ ¨ BEIJING] [KINGOLD JEWELRY, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT Subscription Agreement Company Schedule A Subscriber Subscribers BACKGROUND WHEREAS Act Common Stock NOW, THEREFORE 1.1 Firm Shares Schedule A 1.2 Schedule A Schedule B Shares 2. 2.1 2.2 2.3 2.4 2.5 3. Survival Closing 4. Indemnification 5. Lock-Up 6. Notice Attention: Zhihong Jia Attention -2- 7. Assignment 8. Binding Effect 9. Governing] [KINGOLD JEWLERY, INC. Date of Issuance: January 10, 2013 Certificate No. Company Holder Section 5 FOR VALUE RECEIVED, Kingold Jewelry, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ 1. Exercise Period Exercise Period 1.1 1.2 Exercise Subscription Form (b) (c) Partial Exercise 1.3 Delivery of Stock Certificates on Exercise 1.4 2. Dividends,] []
[] [Technology Consulting and Services Agreement This Technology Consulting and Services Agreement (hereinafter referred to as the Agreement) has been executed by and between the following parties on September 10, 2003 in Shanghai. Party A: Ctrip Computer Technology (Shanghai) Co., Ltd. Address: Floor 3, Building No. 63, 421 Hongcao Road, Shanghai Party B: Beijing Chenhao Xinye Air-Ticketing Service Company Limited 1] [Business Loan Agreement This Loan Agreement (hereinafter referred to as this Agreement) is hereby executed by and among the parties below on September 10, 2003 in Shanghai: (1) Party A: Ctrip.com (Hong Kong) Limited Address: Unit 2001, The Centrium, 60 Wyndham Street, Central, Hong Kong. (2) Party B: Qi Ji Chinese identification card No.: [redacted] Home address: [redacted] (3) Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the parties below as of September 10, 2003: (1) Party A: Ctrip.com (Hong Kong) Limited, a limited liability company set up and existing under the laws of Hong Kong, with its registered address at Ctrip.com (Hong Kong) Limited, Unit 2001, The Centrium, 60 Wyndham Street, Central,] [Share Pledge Agreement This Share Pledge Agreement (hereinafter referred to as this Agreement) has been executed by and between the following parties on September 10, 2003 in Shanghai. Pledgee: Ctrip Computer Technology (Shanghai) Co., Ltd. Address: 3rd fl., Building 63, Hong Cao Road, Shanghai Pledgor: Min Fan Chinese identification card No.: [redacted] Address: [redacted] Whereas: 1. Pledgor is a citizen] [Power of Attorney I, Min Fan, a Chinese citizen with Chinese Identification Card No. [redacted], beneficially holds 83.3% equity interest of Shanghai Ctrip Commerce Co., Ltd. as the shareholder of Shanghai Ctrip Commerce Co., Ltd. I hereby irrevocably authorize Ms. Jie Sun to exercise the following rights during the term of this Power of Attorney: Ms. Jie Sun is hereby] [Supplemental Agreement to the Business Loan Agreement Ctrip.com (Hong Kong) Limited (Party A), Qi Ji (Party B) and Tao Yang (Party C) hereby enter into this Supplemental Agreement. Whereas Whereas Whereas Therefore, upon consensus, the three Parties hereto enter into the following: 1 One of the Parties to the Agreement is changed from Qi Ji to Tao Yang. 2 3] [Supplemental Agreement to the Exclusive Option Agreement Ctrip.com (Hong Kong) Limited (Party A, address: Unit 2001, The Centrium, 60 Wyndham Street, Central, Hong Kong), Mr. Min Fan (Party B, residence: [redacted], ID No.: [redacted]), Shanghai Ctrip Charming International Travel Agency Co., Ltd. 1 (Party C, address: 2 nd floor, Building A, 1230 Si Ping Road, Shanghai) and Ctrip Computer Technology] [Supplemental Agreement to the Share Pledge Agreement Ctrip Computer Technology (Shanghai) Co., Ltd. (Party A, address: 3 rd floor, Building 63, Hong Cao Road, Shanghai) and Mr. Min Fan (Party B, residence: [redacted], ID No.: [redacted]) hereby enter into this Supplemental Agreement as follows: Whereas Whereas Whereas Therefore, upon consensus, the Parties hereto enter into the following: 7 In light] [Certification by the Chief Executive Officer I, Min Fan, 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 misleading with respect to the period] [Certification by the Chief Financial Officer I, Jenny Wenjie Wu, 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 misleading with respect to the]
[] [Technology Consulting and Services Agreement This Technology Consulting and Services Agreement (hereinafter referred to as the Agreement) has been executed by and between the following parties on September 10, 2003 in Shanghai. Party A: Ctrip Computer Technology (Shanghai) Co., Ltd. Address: Floor 3, Building No. 63, 421 Hongcao Road, Shanghai Party B: Beijing Chenhao Xinye Air-Ticketing Service Company Limited 1] [Business Loan Agreement This Loan Agreement (hereinafter referred to as this Agreement) is hereby executed by and among the parties below on September 10, 2003 in Shanghai: (1) Party A: Ctrip.com (Hong Kong) Limited Address: Unit 2001, The Centrium, 60 Wyndham Street, Central, Hong Kong. (2) Party B: Qi Ji Chinese identification card No.: [redacted] Home address: [redacted] (3) Party] [Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the parties below as of September 10, 2003: (1) Party A: Ctrip.com (Hong Kong) Limited, a limited liability company set up and existing under the laws of Hong Kong, with its registered address at Ctrip.com (Hong Kong) Limited, Unit 2001, The Centrium, 60 Wyndham Street, Central,] [Share Pledge Agreement This Share Pledge Agreement (hereinafter referred to as this Agreement) has been executed by and between the following parties on September 10, 2003 in Shanghai. Pledgee: Ctrip Computer Technology (Shanghai) Co., Ltd. Address: 3rd fl., Building 63, Hong Cao Road, Shanghai Pledgor: Min Fan Chinese identification card No.: [redacted] Address: [redacted] Whereas: 1. Pledgor is a citizen] [Power of Attorney I, Min Fan, a Chinese citizen with Chinese Identification Card No. [redacted], beneficially holds 83.3% equity interest of Shanghai Ctrip Commerce Co., Ltd. as the shareholder of Shanghai Ctrip Commerce Co., Ltd. I hereby irrevocably authorize Ms. Jie Sun to exercise the following rights during the term of this Power of Attorney: Ms. Jie Sun is hereby] [Supplemental Agreement to the Business Loan Agreement Ctrip.com (Hong Kong) Limited (Party A), Qi Ji (Party B) and Tao Yang (Party C) hereby enter into this Supplemental Agreement. Whereas Whereas Whereas Therefore, upon consensus, the three Parties hereto enter into the following: 1 One of the Parties to the Agreement is changed from Qi Ji to Tao Yang. 2 3] [Supplemental Agreement to the Exclusive Option Agreement Ctrip.com (Hong Kong) Limited (Party A, address: Unit 2001, The Centrium, 60 Wyndham Street, Central, Hong Kong), Mr. Min Fan (Party B, residence: [redacted], ID No.: [redacted]), Shanghai Ctrip Charming International Travel Agency Co., Ltd. 1 (Party C, address: 2 nd floor, Building A, 1230 Si Ping Road, Shanghai) and Ctrip Computer Technology] [Supplemental Agreement to the Share Pledge Agreement Ctrip Computer Technology (Shanghai) Co., Ltd. (Party A, address: 3 rd floor, Building 63, Hong Cao Road, Shanghai) and Mr. Min Fan (Party B, residence: [redacted], ID No.: [redacted]) hereby enter into this Supplemental Agreement as follows: Whereas Whereas Whereas Therefore, upon consensus, the Parties hereto enter into the following: 7 In light] [Certification by the Chief Executive Officer I, Min Fan, 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 misleading with respect to the period] [Certification by the Chief Financial Officer I, Jenny Wenjie Wu, 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 misleading with respect to the]