Exhibit 10.46


 


Chattel Pledge Agreement


 


 


Pledgor : Wuhan Kingold Jewelry Co.,
Ltd. 


Legal Representative: Zhihong Jia


Address: #15 Huangpu Technology Park,
Jiang’an District, Wuhan City


Mail Address: #15 Huangpu Technology
Park, Jiang’an District, Wuhan City.


Postal Code: 430023


Telephone: 027-65694977            Fax:027-65694977


 


 


Pledgee: Evergrowing Bank Huanshan Branch


Person in Charge: Shuyun Zhang


Mail Address: No.116 Huanshan Road,
Zhifu District, Yantai City


Postal Code: 264000


Telephone: 0535-6621197           Fax: 0535-6621197


 


 


 


In view of Wuhan Kangbo Biotech Limited
( Debtor) signed the Contract No.2017 Lend 280001120011Working Capital Loan Contract( Contract) with the Pledgee, in
order to guarantee the obligation be achieved under the Contract, the Pledgor agrees to pledged movables. In order to clarify two
parties’ obligations, the two parties signed the Agreement under the consensus.


 


 


Article 1 Collateral Material 


 


		1.1	The pledged asset that Pledgor provided is Gold (Collateral).



		1.2	The details of the pledged asset are subject to the “Collateral List” attached to the
Agreement.



		1.3	The scope of the pledge right including the collateral, materials, accessory right, attachments,
processing materials, fructus and subrogation.



 


 


Article 2 Major Obligation and Scope
of the Guarantee


 


2.1 The major obligation of the guaranty
is the principal under the Agreement RMB (Amount in words) ONE BILLION; interest: 4.75%; Maturity Date: 1/10
2018


 


2.2 The scope of guarantee is the principal,
interest, default interest, liquidated damages, damage awards, safekeeping fee, and fees for the Pledgee realizes the obligations
and pledge of rights and so on. The fees for Pledgee realizes the obligations and pledge of rights including but not limited to
collect fees, legal costs (or arbitration fees), asset safekeeping fees, execution fees, the lawyers’ fees, announcement
fees, evaluation fees, auction fees and so on.


 






    	 



     


    

 


2.3 When part of the Agreement is invalid,
it will not make any impact to the validity of the Agreement; when the whole Agreement is invalid, the Debtor shall undertake return
liability and compensation liability and the Pledgor promises to take corresponding joint liability after the Agreement is invalid.


 


Article 3 Transferring and safekeeping
the collateral 


 


3.1 The Pledgor shall transfer the collateral
to the Pledgee on the date of signing the Agreement. If the collateral attached with document of title, the Pledgor shall provide
the document of title to the Pledgee as well.


 


3.2 The Pledgee shall keep the collateral
in safe; the Pledgee can authorize an independent third party to keep the collateral if the Pledgee believes it is necessary. The
Pledgee shall bear the corresponding liability if the collateral gets lost, damaged or causes a loss to the Pledgor.


 


Article 4 Insurance


 


4.1 The Pledgor shall buy insurance for
the collateral according to the requirement of the Pledgee, the insured amount shall not lower than the creditor’s rights
interest under the Agreement, insurance period shall not shorter than the execution period under the Agreement, and shall appoint
the Pledgee as the first beneficiary of the insurance rights. After completing the insurance procedures, the Pledgor shall send
the original policy to the Pledgee.


 


4.2 For the effect duration of the Agreement,
the Pledgor shall pay the insurance fee on time, and shall fulfill the necessary obligation for maintaining the valid of the insurance.


 


4.3 If the Pledgor cannot pay the insurance
fee or renew the insurance, the Pledgee has right to cover the insurance, renew the insurance by its own, pay the insurance fees
or adopting other methods to maintain the insurance validity. The Pledgor shall provide necessary assistance and shall bear the
related insurance fees and other expenses for the Pledgee.


 


4.4 If any insurance accident happened,
regarding to the insurance compensation, the Pledgor agrees the Pledgee has rights to choose any methods below to deal with the
event, and shall assist the Pledgee with related procedures:


 


		1)	Pay off or early repay the principal and related fees under the Agreement;



		2)	Time deposit or deposit into margin account which appointed by the Pledgee, should be used to pledge.



		3)	After providing the new guaranty by the Pledgor according to the Pledgee’s requirement, the
Pledgor will have the right to manage the insurance compensation by itself.



 






    	 



     


    

 


Article 5 The Pledgor’s Representations
and Warranties”


 


5.1 The Pledgor is a lawfully established
and legally existence independent civil subject, has full ability of civil rights and capacity for civil conduct, could perform
the contractual obligation on its own and undertake civil liability.


 


5.2 Signing and performing the Agreement
are under the Pledgor’s true intention, and has gained all necessary and legal internal and external approval and authorization
to sign this Agreement.


 


5.3 All documents, reports and statements
provided by the Pledgor according to law and requirement of the Pledgee are valid, lawful, true, correct and complete.


 


5.4 The Pledgor has fully right of disposal
and ownership to the collateral, if the collateral is mutual owned by the two parties, the right of disposal shall get common approval
and agreement.


 


5.5 The collateral neither has any flaws,
nor be sealed off, detained, supervised, and there is no disputes, mortgage, pledge, lawsuit (arbitration) situations.


 


Article 6 The Pledgor Obligation


 


6.1 When the collateral be damaged or the
value has obvious decrease probability, the Pledgor shall renew the guaranty according to the Pledgee’s requirement.


 


6.2 The Pledgor shall undertake the fees
for collateral’s notarization, identification, safekeeping, maintenance under the Agreement.


 


6.3 When having disputes regarding the
ownership of the collateral, or the right of pledge be affected or has probability to be affected by any third party, the Pledgor
shall inform the Pledgee in written form immediately and support the Pledgee with adopting related measures.


 


6.4 Before the Debtor paying back all the
debt under the Agreement to the Pledgee, the Pledgor shall not exercise the right of recovery under the Agreement to the Debtor
or other guarantees.


 


6.5 The Pledgor shall assist with the Pledgee
to exercise the right of pledge and will not create any barriers.


 


6.6 If the Pledgee and the Debtor changed
the Agreement, the Pledgor shall undertake the corresponding guarantee responsibilities.


 






    	 



     


    

 


Article 7 The Realization of the Pledge
Right 


 


7.1 If any of the conditions at below occurred,
the Pledgee has right to auction, sell the collateral, and should be paid in priority from the collateral sales and auction.


 


1) The whole or part of the debt principal
or interest under the Agreement expires; the Pledgee gets no payments;


 


2) According to the Agreement, the Pledgee
can realize the creditor’s right and pledge right in advance.


 


7.2 The Pledgor does not implement the
Article 6.1 and provides another guarantee, the Pledgee has right to auction, sell the collateral, the proceeds obtained from auction
and selling shall be used to pay off the debt and other fees in advance; the Pledgor disagrees to pay off the debt in advance,
the Pledgor shall deposit the proceeds into a margin account which appointed by the Pleadgee, and shall not withdraw without the
Pledgee’s written consent. When the principal creditor’s right becomes due and does not get repayment, the Pledgee
will get paid from this margin account directly.


 


Article 8 Guarantee Clause


 


8.1 The pledge right fails or not yet in
effect or invalid because of any of the conditions below, the Pledgor shall undertake joint guarantee liability for the debt under
the Agreement:


 


1) The Pledgor does not transfer the collateral
to the Pledgee according to the Article 3.1


 


2) The Pledgor breaks the Article 5;


 


3) Other causes from the Pledgor.


 


8.2 The scope of the Pledgor’s guarantee
is principal, interest, default interest, liquidated damages, damage awards under the Agreement and fees for the Pledgee’s
pledge right execution. The Pledgee’s pledge right execution fees including but not limited to payment reminder fees, lawsuit(
or arbitration), asset safekeeping fees, execution fees, lawyers, announcement fees, evaluation fees, auction fees and so on.


 


8.3 Guarantee period under the Agreement
starts from the maturity date of the debt fulfilled period for two years.


 


When the Pledgor calls back the loan early
according to the Agreement and claims the debt expires early under the Agreement, we see it as the debt fulfillment period meets
its maturity earlier, guarantee period shall be moved up.


 


If the debt be paid by instalments, the
debt guarantee period shall be accounted by instalment as well; the Pledgor undertakes the joint liability for two years which
starts from every debt maturity date.


 


Opens bank acceptance draft, letter of
credit, letter of guarantee in the debt fulfillment period, when the expired date comes, the date should be seemed as the Pledgee’s
advances payment date.


 


The Pledgee claims the debt expires earlier;
the claims date will be the debt fulfillment period maturity date.


 






    	 



     


    

 


8.4 The guarantee clause is independent
from other articles under the Agreement, the guarantee clause effective condition is: the pledge under the Agreement is invalid
or failed or not yet in effect because of the events occurred in Article 8.


 


Article 9 Liability for breach of contract


 


9.1 Any of the conditions at below happens
to the Pledgor should be seemed as breach of the Agreement:


 


1) The value of collateral decreased or
has probability to decrease, or any other events that might damage the collateral;


 


2) Violate Article 5


 


3) Violate Article 5


 


4) Violate other articles under the Agreement.


 


9.2 If the Pledgor breaks the contract,
the Pledgee has right to adopt one or more measures at below:


 


1) Corrects the violate behaviors in limited
time;


 


2) Claims the debt under the Agreement
accelerates its maturity, requiring the Pledgor undertakes guarantee liability, and the Pledgee has right to manage the collateral
in advance;


 


3) Requiring the Pledgor to pay liquidated
damages __5__% of the debt;


 


4) Requiring the Pledgor to compensate
the Pledgee if the liquidated damages are not enough to cover the economic loss;


 


5) Revoke the behaviors that damages the
Pledgee’s interest;


 


6) The right of pledge is in effect or
invalid because of the Pledgor, according to the Article 8 requiring the Pledgor undertakes the joint liability, the Pledgor shall
authorize (irrecoverable) to the Pledgee, the Pledgee has right to deduct capital from any of the accounts of the Pledgor’s
directly in order to pay the debt, the Pledgee shall inform the Pledgor timely after the deducting, if the Pledgor proves the deducted
capital is protected by law which shall not be deducted, the Pledgee shall return the capital to the deducted account;


 


7) Call to account for the Pledgor undertaking
the guarantee liability, breach the Agreement liability and relevant liability for damage in the scope of guarantee.


 


Article 10 Notice 


 


10.1 Any notices or any methods of communication
under the Agreement shall send to the address or other contact ways wrote down in the Agreement by written form.


 


10.2 If any contact information is changed,
the party shall inform to the other party timely.


 


10.3 As long as send any notices or communications
to the address above mentioned (if the address changed, shall subject to the new address), will be deemed as service date:


 


1) Letters, service date is the fifth date
of posting;


 


2) Express mail, service date is the third
date of posting;


 


3) Fax, service date is the very day;


 


4) Person transfer, the service date is
the date the recipient signs in.


 






    	 



     


    

 


Article 11 Disputes Resolution 


Any disputes, controversies regarding to
the Agreement, the two parties could solve it by negotiation; if negotiation failed, the two parties shall adopt (1) method
to settle. During the period of dispute, the two parties shall fulfill other provisions without disputes.


 


		1)	Filing a lawsuit to the local people’s court;



		2)	__________________ arbitration committee shall adopts the effective regulations to arbitrate the
disputes, the arbitration verdict is final and binding to the two parties.



 


Article 12 Other Provisions


 


12.1 When
signing the Agreement, the Pledgor and the Pledgee have clearly read and understood all the provisions of the Agreement. Both parties
have no doubt about all the provisions and interpretations of the agreement and correctly understand the rights and duties clauses,
limitation of liability and escape clauses’ intendment of law of the party involved.


 


12.2 “Collateral List” attached
to the Agreement is an undivided part of the Agreement.


 


12.3 The Agreement comes into effect after
the two parties' legal representative (person in charge) or authorized representative signs (or seals) and affixes the official
seal; the right of pledge comes into effect when the collateral transferred to the Pledgee.


 


12.4 The
Agreement is made out in __ copies. Each party holds one copy. 


 


Article 13 Other Agreements. 


___________________________________________________________


___________________________________________________________


___________________________________________________________


 


(There is no text below)


 


 


The borrower has read all the provisions
above. The lender has made corresponding explanations as required by the borrower. The borrower has no dissent on all clauses.


 


 


 


The Pledgor (official seal) The Pledgee
(official seal)


 


 


 


Legal representative (person in charge)
person in charge or


or authorized representative authorized
representative


(signature or seal) (signature or seal)


 



    	 



     


    




 


Evergrowing Bank Yantai Huanshan
Branch Collateral List


 


 


Pledgor: Wuhan Kingold Jewelry Co., Ltd.


Agreement No.: 2017 Evergrowing Bank Lending
No. 280001120011


Pledge Agreement No.: 2017 Evergrowing
Bank Lending Asset Pledge No. 280001120011


 


Name: Gold


Unit: kg


Amount:


1650


2160


1660


Deposit Place: Wuhan Shuiguohu Branch,
Industrial and Commercial Bank of China


Policy No.:


PQBA201742010000001039


PQBA201742010000001423


PQBA201742010000001038


 


 


 


	Pledgor Official Seal	 	Pledgee Official Seal




 


 


 


 


 


	Responsible Person:	 	Responsible Person: