On January 10, 2013, we entered into a Subscription Agreement with three individuals providing for the sale of an aggregate 7,000,000 shares of our common stock at a price of $1.80 per share for aggregate gross proceeds of $12,600,000. We also granted the investors warrants to acquire up to an aggregate 2,800,000 additional shares of our common stock at a price of $1.80 per share, which warrants are exercisable at any time in whole or in part within twelve months of the date of the Subscription Agreement.

We intend to issue the investors shares of common stock and warrants that have been registered with the Securities and Exchange Commission ("SEC") on our registration statement on Form S-3 (SEC File No. 333-179694) and will prepare and file with the SEC a prospectus supplement relating to such offer and sale.

The foregoing description of the Subscription Agreement and warrants are qualified in their entirety by reference to the full text of the Subscription Agreement and Form of Warrant, attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and which are incorporated herein in their entirety by reference.

(d) Exhibits

No.     Description
5.1     Opinion of Reed Smith LLP
10.1    Subscription Agreement, dated January 10, 2013 between Kingold Jewelry,
        Inc. and the subscribers named therein
10.2    Form of Warrant dated January 10, 2013