[December 8, 2010 Via EDGAR Division of Corporation Finance 100 F Street, NE Attn: William H. Thompson, Accounting Branch Chief Re: China Recycling Energy Corporation Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 16, 2010 Form 10-Q for the Quarterly Period Ended June 30, 2010 Filed August 16, 2010 File No. 1-34625 Dear Mr. Thompson: This]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (2) Amount to (1) Proposed Maximum (1) (2) Proposed Maximum (3) Amount of Common stock, par value $0.001 per share 5,750,000 8.93 51,347,500] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F December 6, 2010 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 Re: ― Kingold Jewelry, Inc. Ladies and Gentlemen: Company Registration Statement Commission Shares Common Stock We have acted as counsel for Kingold Jewelry, Inc.,] [December 6, 2010 To: Kingold Jewelry, Inc. No.15 Huangpu Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, PRC 430023 Tel: 86 27 65660703 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, NY 10020 U.S.A. Tel: 212 356 0500 Re: Kingold Jewelry, Inc. Registered Public Offering Dear Sirs, We are qualified lawyers of the People's] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amendment No. 5 to Registration Statement No. 333-167626 of our report dated March 23, 2010, except for Note 15, as to which the date is September 16, 2010 relating to the consolidated financial statements of Kingold Jewelry, Inc. (formerly Activeworlds Corp.), which appears in such]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (2) Amount to (1) Proposed Maximum (1) (2) Proposed Maximum (3) Amount of Common stock, par value $0.001 per share 5,750,000 8.93 51,347,500] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F December 6, 2010 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 Re: ― Kingold Jewelry, Inc. Ladies and Gentlemen: Company Registration Statement Commission Shares Common Stock We have acted as counsel for Kingold Jewelry, Inc.,] [December 6, 2010 To: Kingold Jewelry, Inc. No.15 Huangpu Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, PRC 430023 Tel: 86 27 65660703 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, NY 10020 U.S.A. Tel: 212 356 0500 Re: Kingold Jewelry, Inc. Registered Public Offering Dear Sirs, We are qualified lawyers of the People's] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amendment No. 5 to Registration Statement No. 333-167626 of our report dated March 23, 2010, except for Note 15, as to which the date is September 16, 2010 relating to the consolidated financial statements of Kingold Jewelry, Inc. (formerly Activeworlds Corp.), which appears in such]
[FORM 10-Q/A (Amendment No. 2) þ For the quarterly period ended: September 30, 2010 ¨ For the transition period from: _____________ to _____________ KINGOLD JEWELRY, INC. Delaware 001-15819 13-3883101 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) Identification No.) 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 (011) 86 27 65694977 (Former name, former] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Zhihong Jia, certify that: 1. I have reviewed this Amendment No. 2 to the Quarterly Report on Form 10-Q of Kingold Jewelry, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact] [CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Bin Liu, certify that: 1. I have reviewed this Amendment No. 2 to the Quarterly Report on Form 10-Q of Kingold Jewelry, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) December 1 , 2010 Zhihong Jia Officer EX-32.1 4 v204226_ex32-1.htm] [CERTIFICATION OF CHIEF FINANCIAL OFFICER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) December 1 , 2010 Bin Liu Chief Financial Officer and Principal Accounting Officer EX-32.2 5 v204226_ex32-2.htm]
[LLP (US) DLA Piper 1251 Avenue of the Americas, 27th Floor New York, New York 10020-1104 www.dlapiper.com Yvan-Claude Pierre yvan-claude.pierre@dlapiper.com T F December 1, 2010 100 F Street Attention: H. Christopher Owings Angie Kim Re: Kingold Jewelry, Inc. Dear Mr. Owings: Company Amendment No. 4 Amendment No. 3 On behalf of Kingold Jewelry, Inc. (the “ Staff’s Please acknowledge your]
[LLP (US) DLA Piper 1251 Avenue of the Americas, 27th Floor New York, New York 10020-1104 www.dlapiper.com Yvan-Claude Pierre yvan-claude.pierre@dlapiper.com T F December 1, 2010 100 F Street Attention: H. Christopher Owings Angie Kim Re: Kingold Jewelry, Inc. Dear Mr. Owings: Company Amendment No. 4 Amendment No. 3 On behalf of Kingold Jewelry, Inc. (the “ Staff’s Please acknowledge your]
[CALCULATION OF REGISTRATION FEE] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F December 1, 2010 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 Re: ― Kingold Jewelry, Inc. Ladies and Gentlemen: Company Registration Statement Commission Shares Common Stock We have acted as counsel for Kingold Jewelry, Inc.,] [December 1, 2010 To: Kingold Jewelry, Inc. No.15 Huangpu Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, PRC 430023 Tel: 86 27 65660703 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, NY 10020 U.S.A. Tel: 212 356 0500 Re: Kingold Jewelry, Inc. Registered Public Offering Dear Sirs, We are qualified lawyers of the People's] [SPD BANK Working Capital Loan Contract No. 70062010280025 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms ： Types of] [SPD BANK Working Capital Loan Contract No. 70062010280026 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [SPD BANK Working Capital Loan Contract No. 70062010280028 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [Supplemental Agreement 补充协议书 THIS SUPPLEMENTAL AGREEMENT Agreement , Party A Party B Parties Party 2010 10 28 本补充协议（以下称“协议”）由武汉金凰珠宝股份有限公司（以下称“甲方”）与赵彬先生（以下称“乙方”）（以下统称为“协议各方”或单称为“协议一方”）于 WHEREAS 2008 4 1 鉴于，协议各方于 WHEREA S 鉴于，协议各方现欲就劳动合同约定的相关事项进行补充或变更。 NOW, THEREFORE ， 就此，双方基于平等自愿协商一致原则，签订以下本补充协议： ． Term of Employment. 1 1 期限。 1 ． 2 2 / Kingold Jewelry, Inc. ． Remuneration 3 3 报酬。 （ ） Base Salary 2 1 基本工资 。 1,000,000 83,334]
[CALCULATION OF REGISTRATION FEE] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F December 1, 2010 Kingold Jewelry, Inc. 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 Re: ― Kingold Jewelry, Inc. Ladies and Gentlemen: Company Registration Statement Commission Shares Common Stock We have acted as counsel for Kingold Jewelry, Inc.,] [December 1, 2010 To: Kingold Jewelry, Inc. No.15 Huangpu Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, PRC 430023 Tel: 86 27 65660703 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, NY 10020 U.S.A. Tel: 212 356 0500 Re: Kingold Jewelry, Inc. Registered Public Offering Dear Sirs, We are qualified lawyers of the People's] [SPD BANK Working Capital Loan Contract No. 70062010280025 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms ： Types of] [SPD BANK Working Capital Loan Contract No. 70062010280026 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [SPD BANK Working Capital Loan Contract No. 70062010280028 Working capital loan contract ： Wuhan Kingold Jewelry Co., Ltd. Borrower ： SPD BANK WUHAN BRANCH Lender View: Colleagues recognized the borrower with the lender following the primary terms This contract between the borrower and the loan of the loan documents signed by the independent PART I: Commercial terms Types of loans] [Supplemental Agreement 补充协议书 THIS SUPPLEMENTAL AGREEMENT Agreement , Party A Party B Parties Party 2010 10 28 本补充协议（以下称“协议”）由武汉金凰珠宝股份有限公司（以下称“甲方”）与赵彬先生（以下称“乙方”）（以下统称为“协议各方”或单称为“协议一方”）于 WHEREAS 2008 4 1 鉴于，协议各方于 WHEREA S 鉴于，协议各方现欲就劳动合同约定的相关事项进行补充或变更。 NOW, THEREFORE ， 就此，双方基于平等自愿协商一致原则，签订以下本补充协议： ． Term of Employment. 1 1 期限。 1 ． 2 2 / Kingold Jewelry, Inc. ． Remuneration 3 3 报酬。 （ ） Base Salary 2 1 基本工资 。 1,000,000 83,334]
