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EX-10.1 - EXHIBIT 10.1 - KINGOLD JEWELRY, INC.tv483075_ex10-1.htm






Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 10, 2018 (January 2, 2018 )



(Exact name of registrant as specified in its charter)


Delaware   001-15819   13-3883101
(State or other jurisdiction of
  (Commission File Number)   (IRS Employer Identification No.)


15 Huangpu Science and Technology Park

Jiang’an District

Wuhan, Hubei Province, PRC

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (011) 86 27 65694977


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01 Entry into a Material Definitive Agreement.


On January 2, 2018, Wuhan Kingold Jewelry Company Limited (“Wuhan Kingold”), the controlled subsidiary of Kingold Jewelry, Inc. (the “Company”), entered into a Trust Loan Contract in the amount of no more than RMB 1,500 million (equivalent to approximately US$ 230 million) with China Minsheng Trust Co., Ltd. The stated purpose of the trust loan (the “Trust Loan”) is supplementary liquidity needs. The Trust Loan will be issued in installments. Each installment of the Trust Loan has a 24-month term, and the period from issuance date of the first installment to the expiration date of the last installment shall not exceed 30 months. The Trust Loan bears interest at a fixed annual rate of 9.2%. The Trust Loan is secured by 7,887 kilograms of Au9999 gold, pledged by Wuhan Kingold. Our CEO Mr. Zhihong Jia also agreed to guarantee the Trust Loan . The repayment of the Trust Loan may be accelerated under certain conditions, including upon a default of principal or interest payment when due, breach of representations or warranties, certain cross-defaults, upon the occurrence of certain material events affecting the financial viability of Wuhan Kingold, and other customary conditions.


An English translation of the Trust Loan Contract is filed as Exhibit 10.1 hereto. The foregoing summary of the Trust Loan Contract does not purport to be complete and is qualified in its entirety by reference to such agreement, which is incorporated by reference herein.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in its entirety into this Item 2.03.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
10.1   Trust Loan Contract (English translation), dated January 2, 2018, between Wuhan Kingold Jewelry Company Limited and China Minsheng Trust Co., Ltd.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By:  /s/ Zhihong Jia
    Name:   Zhihong Jia
    Title:     Chief Executive Officer


Date: January 10, 2018