[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 8.62 49,565,000] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F November 18, 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.,] [November 18, 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] [RMB SHORT-TERM LOAN AGREEMENT NUMBER0912 1002 Article 1. DEFINITIONS In this Agreement, the following expressions except where the context otherwise requires, shall have the following meanings, namely: 1)“Obligatory right” or principal claim, means Borrower (loanee) applies to Lender(loaner), after having approvals of the Lender, the financing which the Lender provide becomes RMB obligatory right( including principals, interests, default interests, compound] [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] [Leasing Agreement Wuhan kingold Jewelry, Inc. Lessor:(hereinafter referred to as Party A) Wuhan Vigue Show Jewelry Co., Ltd Lessee:(hereinafter referred to as Party B) the Real Estate Management of PRC Administration of the Leasing of Urban Premises Procedures of Wuhan In accordance with 1, Party A will lease to Party B the premises and attached facilities all owned by Party] [AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT 执行官聘用协议 THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT Agreement Company Wuhan Kingold Executive Parties Party “ ” “ ” “ ” “ ” “ ” “ ” 2010 1 1 18 本聘用协议（ WHEREAS 鉴于，公司拟聘请执行官，且执行官愿意受聘作为公司的首席执行官；且 WHEREAS 鉴于，执行官具有对公司业务的丰富知识和独到理解以及对公司颇有价值的众多客户和合作伙伴拥有长期合作伙伴关系。 NOW, THEREFORE 因此，基于双方在本协议的约定和其他良好和有价值的考虑，双方达成以下共识并同意如下： Term of Employment Term 1. 1 1 . 聘用期限 2010 10 2 8 “ ” Position] [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。 2008 8 1 2010 10 28 1 ． 2 2 / Kingold Jewelry, Inc. ． Remuneration 3 3 报酬。 （ ） Base Salary] [ACKNOWLEDGMENT LETTER Name Shares Zhihong Jia 17,350,194 Bin Zhao 575,749 Dated: October 29, 2010 Zhihong Jia Bin Zhao EX-10.20 21 v201747_ex10-20.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amendment No. 3 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]