[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 October 29, 2010 100 F Street Attention: H. Christopher Owings Angie Kim Re: Kingold Jewelry, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 1, 2010 File No. 333-167626 Amendment No. 1 to Form 10-K]
[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 October 29, 2010 100 F Street Attention: H. Christopher Owings Angie Kim Re: Kingold Jewelry, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 1, 2010 File No. 333-167626 Amendment No. 1 to Form 10-K]
[——————— FORM 10-Q/A (Amendment No. 2) ——————— x For the quarterly period ended: March 31, 2010 o 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.) 40 Wall Street th 58 New York, NY 10170 (212) 509-1700 ACTIVEWORLDS CORP. (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. f/k/a Activeworlds Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state] [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. f/k/a Activeworlds Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Zhihong Jia 7 EX-32.1 4 v200390_ex32-1.htm] [CERTIFICATION OF CHIEF FINANCIAL OFFICER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Bin Liu Chief Financial Officer and Principal Accounting Officer 8 EX-32.2 5 v200390_ex32-2.htm]
[——————— FORM 10-Q/A (Amendment No. 2) ——————— x For the quarterly period ended: March 31, 2010 o 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.) 40 Wall Street th 58 New York, NY 10170 (212) 509-1700 ACTIVEWORLDS CORP. (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. f/k/a Activeworlds Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state] [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. f/k/a Activeworlds Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Zhihong Jia 7 EX-32.1 4 v200390_ex32-1.htm] [CERTIFICATION OF CHIEF FINANCIAL OFFICER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Bin Liu Chief Financial Officer and Principal Accounting Officer 8 EX-32.2 5 v200390_ex32-2.htm]
[——————— FORM 10-K/A (Amendment No. 2) ——————— x For the fiscal year ended: December 31, 2009 or o 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 or Organization) Identification No.) 40 Wall Street th 58 New York, NY 10170 (212) 661-6800 ACTIVEWORLDS CORP.] [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 Annual Report on Form 10-K of Kingold Jewelry, Inc. f/k/a Activeworlds Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state] [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 Annual Report on Form 10-K of Kingold Jewelry, Inc. f/k/a Activeworlds Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Dated: October 29, 2010 Zhihong Jia 7 EX-32.1 4 v200391_ex32-1.htm] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Dated: October 29, 2010 Bin Liu Chief Financial Officer and Principal Accounting Officer 8 EX-32.2 5 v200391_ex32-2.htm]
[——————— FORM 10-K/A (Amendment No. 2) ——————— x For the fiscal year ended: December 31, 2009 or o 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 or Organization) Identification No.) 40 Wall Street th 58 New York, NY 10170 (212) 661-6800 ACTIVEWORLDS CORP.] [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 Annual Report on Form 10-K of Kingold Jewelry, Inc. f/k/a Activeworlds Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state] [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 Annual Report on Form 10-K of Kingold Jewelry, Inc. f/k/a Activeworlds Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Dated: October 29, 2010 Zhihong Jia 7 EX-32.1 4 v200391_ex32-1.htm] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Dated: October 29, 2010 Bin Liu Chief Financial Officer and Principal Accounting Officer 8 EX-32.2 5 v200391_ex32-2.htm]
[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] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F October 29, 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.,] [BEIJING │ SHANGHAI │ SHENZHEN │ HANGZHOU │ GUANGZHOU KUNMING │ TIANJIN │ CHENGDU │ NINGBO │ HONGKONG │ FUZHOU │ th 9 Tel: (+86)(10) 6589 0699 Fax: (+86)(10) 6517 6800 / 6801 October 29, 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,] [SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ” ), dated as of December 22, 2009 by and among Active W orlds Corp , a U.S. public reporting company, (collectively with its predecessors, the “ Company ") Schedule I “Investor” “Investors” . BACKGROUND OTC Bulletin Board WHEREAS, ActiveWorlds Corp., is a U.S. public reporting company incorporated in Delaware] [AMENDMENT TO REGISTRATION RIGHTS AGREEMENT WHEREAS, the Registration Rights Agreement provides that it can be amended, modified or supplemented, and waivers or consents to departures from the provisions of the Registration Rights Agreement can be given by the Holders of no less than a majority in interest of the then outstanding Registrable Securities; WHEREAS, the Company has executed a non-binding] [MAKE GOOD ESCROW AGREEMENT “Company” Make Good Pledgor Schedule I “Investor” “Investors” Investor Agent “Escrow Agent” This Make Good Escrow Agreement, dated as of December 23, 2009 (the “Agreement”), is entered into by and among ActiveWorlds Corp., a U.S. public reporting company (the “ Securities Purchase Agreement” “ Offering” Escrow Shares WHEREAS, each of the Investors has entered into a] [Exclusive Management Consulting and Technical Support Agreement Agreement th This Exclusive Management Consulting and Technical Support Agreement (this Party A Party B WOFE In this Agreement, Party A and Party B collectively are referred to as “both parties” and each of them is referred to as “a party”. Whereas: Party A Kingold Jewelry 1. Wuhan Kingold Jewelry Co., Ltd (hereinafter] [Shareholders’ Voting Proxy Agreement Agreement th This Shareholders’ Voting Proxy Agreement (this “ WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd., a Wholly-Owned Foreign Enterprise (“ Party B Party B: Wuhan Kingold Jewelry Co., Ltd (“ Kingold Shareholders Shareholder Party C: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd listed on Table 1 (collectively, the “ In this] [PURCHASE OPTION AGREEMENT Agreement This Purchase Option Agreement (this " WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd, a Wholly-Owned Foreign Enterprise (" Kingold Shareholders Shareholder Party B: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd set forth on Table 1 (collectively, the " all parties a party In this Agreement, Party A, the Kingold Shareholders and Party] [Pledge of Equity Agreement Agreement th This Pledge of Equity Agreement (this “ Party A: Kingold Jewelry Kingold Shareholders Party B: WOFE Whereas: 1. Each shareholder set forth on Table 1 is the shareholder of Wuhan Kingold Jewelry Co., Ltd and duly and legally holds shares of Kingold Jewelry. The percentage of shares held is as indicated in Table 1] [EXECUTIVE EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive Duties and Position . Term Salary, Benefits and Options. Base Salary Benefits 1 Options Relocation Allowance (d) Bonus Termination Termination During Probation Period 4.1 Voluntary Termination 4.2 Termination For Cause 4.3 2 5. Non-Disclosure. Non-Disclosure Inventions, Designs and Product Developments Corporate Opportunities 5.3 Survival. 3] [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 Lessor:(hereinafter referred to as Party A) 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 A itself, which is located at #15 Huangpu Science and] [EXECUTIVE EMPLOYMENT AGREEMENT 执行官聘用协议 THIS EMPLOYMENT AGREEMENT Agreement Company Wuhan Kin gold Executive Parties Party “ ” “ ” “ ” “ ” “ ” “ ” 2010 10 2 8 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； 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；且 WHEREAS 41.51% 鉴于，执行官被公司聘用后，随即拥有公司约 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 . 聘用期限 2010 10 2 8 “ ” Position and Duties Board] [KINGOLD JEWELRY, INC. CODE OF CONDUCT I. Conflicts of Interest II. Use of Company Resources were the employee's own. III. Fraud, Dishonesty or Criminal Conduct IV. Safeguarding Non-Public Information V. Securities Transactions 2 VI. Trade Practices VII. Employment Practices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amendment No. 2 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] [DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 www.dlapiper.com T F October 29, 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.,] [BEIJING │ SHANGHAI │ SHENZHEN │ HANGZHOU │ GUANGZHOU KUNMING │ TIANJIN │ CHENGDU │ NINGBO │ HONGKONG │ FUZHOU │ th 9 Tel: (+86)(10) 6589 0699 Fax: (+86)(10) 6517 6800 / 6801 October 29, 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,] [SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ” ), dated as of December 22, 2009 by and among Active W orlds Corp , a U.S. public reporting company, (collectively with its predecessors, the “ Company ") Schedule I “Investor” “Investors” . BACKGROUND OTC Bulletin Board WHEREAS, ActiveWorlds Corp., is a U.S. public reporting company incorporated in Delaware] [AMENDMENT TO REGISTRATION RIGHTS AGREEMENT WHEREAS, the Registration Rights Agreement provides that it can be amended, modified or supplemented, and waivers or consents to departures from the provisions of the Registration Rights Agreement can be given by the Holders of no less than a majority in interest of the then outstanding Registrable Securities; WHEREAS, the Company has executed a non-binding] [MAKE GOOD ESCROW AGREEMENT “Company” Make Good Pledgor Schedule I “Investor” “Investors” Investor Agent “Escrow Agent” This Make Good Escrow Agreement, dated as of December 23, 2009 (the “Agreement”), is entered into by and among ActiveWorlds Corp., a U.S. public reporting company (the “ Securities Purchase Agreement” “ Offering” Escrow Shares WHEREAS, each of the Investors has entered into a] [Exclusive Management Consulting and Technical Support Agreement Agreement th This Exclusive Management Consulting and Technical Support Agreement (this Party A Party B WOFE In this Agreement, Party A and Party B collectively are referred to as “both parties” and each of them is referred to as “a party”. Whereas: Party A Kingold Jewelry 1. Wuhan Kingold Jewelry Co., Ltd (hereinafter] [Shareholders’ Voting Proxy Agreement Agreement th This Shareholders’ Voting Proxy Agreement (this “ WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd., a Wholly-Owned Foreign Enterprise (“ Party B Party B: Wuhan Kingold Jewelry Co., Ltd (“ Kingold Shareholders Shareholder Party C: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd listed on Table 1 (collectively, the “ In this] [PURCHASE OPTION AGREEMENT Agreement This Purchase Option Agreement (this " WOFE Party A: Wuhan Vogue-Show Jewelry Co., Ltd, a Wholly-Owned Foreign Enterprise (" Kingold Shareholders Shareholder Party B: Each of the shareholders of Wuhan Kingold Jewelry Co., Ltd set forth on Table 1 (collectively, the " all parties a party In this Agreement, Party A, the Kingold Shareholders and Party] [Pledge of Equity Agreement Agreement th This Pledge of Equity Agreement (this “ Party A: Kingold Jewelry Kingold Shareholders Party B: WOFE Whereas: 1. Each shareholder set forth on Table 1 is the shareholder of Wuhan Kingold Jewelry Co., Ltd and duly and legally holds shares of Kingold Jewelry. The percentage of shares held is as indicated in Table 1] [EXECUTIVE EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive Duties and Position . Term Salary, Benefits and Options. Base Salary Benefits 1 Options Relocation Allowance (d) Bonus Termination Termination During Probation Period 4.1 Voluntary Termination 4.2 Termination For Cause 4.3 2 5. Non-Disclosure. Non-Disclosure Inventions, Designs and Product Developments Corporate Opportunities 5.3 Survival. 3] [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 Lessor:(hereinafter referred to as Party A) 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 A itself, which is located at #15 Huangpu Science and] [EXECUTIVE EMPLOYMENT AGREEMENT 执行官聘用协议 THIS EMPLOYMENT AGREEMENT Agreement Company Wuhan Kin gold Executive Parties Party “ ” “ ” “ ” “ ” “ ” “ ” 2010 10 2 8 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； 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；且 WHEREAS 41.51% 鉴于，执行官被公司聘用后，随即拥有公司约 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 . 聘用期限 2010 10 2 8 “ ” Position and Duties Board] [KINGOLD JEWELRY, INC. CODE OF CONDUCT I. Conflicts of Interest II. Use of Company Resources were the employee's own. III. Fraud, Dishonesty or Criminal Conduct IV. Safeguarding Non-Public Information V. Securities Transactions 2 VI. Trade Practices VII. Employment Practices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Amendment No. 2 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]
