[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] [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]