Exhibit 10.46


 


Below
is a translation of the Investment Agreement, dated October 2, 2021, by and between Qingdao Hainuo Investment Development Co., Ltd. and
Pure Value Trading Company (Shanghai) Limited.


 


 


 


Qingdao
Hainuo Investment Development Co., Ltd.


 


(The
“Investor”)


 


 


 


and


 


 


 


Pure
Value Trading Company (Shanghai) Limited


 


(The
“Company”)


 


 


 


 


 


 





 



 


 


 


Investment
Agreement


 


 


 


 






 


 


October
2, 2021


 




     


     


    

 


This
Investment Agreement (the “Agreement”) was executed by the following parties on October 2, 2021:


 


Party
A (the “Investor”): Qingdao Hainuo Investment Development Co., Ltd.


Registered
address: Room 909 No.286 Ningxia Road Shinan District Qingdao City


Unified
social credit code: 91370202599024294C


 


Party
B (the “Company”): Pure Value Trading Company (Shanghai) Limited


Registered
address: Room E06, 2nd Floor, No. 225, Fute North Road, Shanghai Pilot Free Trade Zone, Shanghai City


Unified
social credit code: 91310115MA1K3D1M53


 


Party
C (the “Guarantors”)


 


Party
C1: Ling Feng Trading Company Limited


Registered
address: Room 2706, 27th Floor, A Yuanyang Plaza, No.61 Yi of Hong Kong Middle Road, Shinan District, Qingdao City, Shandong
Province.


Unified
social credit code: 91370200MA3T1NLY9T


 


Party
C2: JHD Holdings Limited


Registered
place: Hong Kong


Registered
code: 1495287


 


Party
D (the “Pubco”): JHD Technologies Limited


Registered
place: Cayman


Proposed
listing code : JTEC


Registered
code: CB-371698/185306040659


 


WHEREAS:


 


The
Company is a company controlled by the Pubco. The Pubco intends to be listed on NASDAQ. For the purpose to obtain a certain investment
income, the Investor intends to invest in the Company. The parties agree as follows:


 


I.
Investment Method


 


This
investment takes the form of debt investment first, and then the debt converts into equity.


 


II.
Debt Investment


 


		2.1	Investment
                                            amount



 


		2.1.1	The
                                            Investor hereby makes a debt investment in the Company in the amount of RMB 300,000,000 (the
                                            “Debt Investment”), i.e., the Investor lends RMB 300,000,000 to the Company.
                                            The Investor is the creditor, and the Company is the debtor.



 


		2.1.2	The
                                            term of Debt Investment: 24 months (the “Maturity Date of Debt Investment”)
                                            from the date when the the Company’s Qingdao Bank Account receives the Debt Investment
                                            (see Article 2.3.1 for the definition of the Company’s Qingdao Bank Account) (the “Debt
                                            Investment Completion Date”), with a simple interest rate of 8% per annum, and
                                            such interest shall be paid along with the repayment of the Debt Investment. The Company
                                            shall repay the Debt Investment and the corresponding interest to the Investor within 30
                                            days after the Maturity Date of the Debt Investment.



 



    1


     


    

 


		2.2	Establishment
                                            of Qingdao Subsidiary



 


		2.2.1	After
                                            the Debt Investment Completion Date, the Company and Party C1 shall jointly establish a subsidiary
                                            registered in Shinan District, Qingdao City (the “Qingdao Subsidiary”).
                                            The Company shall contribute the entire Debt Investment to the Qingdao Subsidiary. Party
                                            C1 shall also contribute RMB 48 million to the Qingdao Subsidiary.



 


		2.2.2	During
                                            the term of the Debt Investment, without the Investor’s consent, the shareholding structure
                                            and registered capital of the Qingdao Subsidiary shall not be changed.



 


		2.3	Reciving
                                            Account



 


		2.3.1	The
                                            Investor shall wire the Debt Investment to a bank account agreed by the Investor and the
                                            Company. The bank account should be opened at a bank in Qingdao (the “Company’s
                                            Qingdao Bank Account”).



 


		2.3.2	The
                                            Company’s capital contribution to the Qingdao Subsidiary shall be paid to a bank account
                                            agreed by both the Investor and the Qingdao Subsidiary, and the bank account shall also be
                                            opened at a bank in Qingdao (the “Qingdao Subsidiary’s Bank Account”).



 


		2.3.3	Party
                                            C1’s capital contribution to the Qingdao Subsidiary shall be paid to Qingdao Subsidiary’s
                                            Bank Account.



 


		2.3.4	If
                                            the Investor cannot agree with the Company or the Qingdao Subsidiary on the Company’s
                                            Qingdao Bank Account and the Qingdao Subsidiary’s Bank Account, resulting in the Investor’s
                                            failure to pay or a delay in the payment to the Company or the Qingdao Subsidiary, then such
                                            failure or delay will not be deemed as a violation of this Agreement.



 


		2.3.5	The
                                            Investor and the Company shall, in good faith, make their best efforts to determine and complete
                                            the opening of the Company’s Qingdao Bank Account and the Qingdao Subsidiary’s
                                            Bank Account.



 


		2.3.6	The
                                            parties agree that the specific use of the Debt Investment shall obtain the prior written
                                            consent of the Investor.



 


		2.4	Time
                                            for Investment and Capital Contribution



 


		2.4.1	The
                                            Debt Investment to the Company should be lent to the Company within [5] days after the closing
                                            conditions stipulated in Article 4 have been completed or the Investor grants its waiver.



 



    2


     


    

 


		2.4.2	The
                                            Company and Party C1 shall complete the establishment of the Qingdao Subsidiary within 60
                                            days from Debt Investment Completion Date; the Company shall complete the actual payment
                                            to the Qingdao Subsidiary within 10 working days from the completion of the opening of Qingdao
                                            Subsidiary’s Bank Account.



 


		2.4.3	Within
                                            10 working days after the expiration of 12 months from the date the Qingdao Subsidiary receives
                                            the Debt Investment from the Company, Party C1 shall wire RMB 24 million to the Qingdao Subsidiary’s
                                            Bank Account for completing the the first instalment of the actual paid-in capital contribution
                                            for equity of the Qingdao Subsidiary; within 10 working days after the expiration of 18 months
                                            from the date when the Qingdao Subsidiary receives the Debt Investment from the Company,
                                            Party C1 shall wire RMB 24 million to the Qingdao Subsidiary’s Bank Account for completing
                                            the second installment of actual paid-in capital contribution by Party C1 to the Qingdao
                                            Subsidiary.



 


		2.5	Collateral



 


		2.5.1	Within
                                            30 days from the date of establishment of the Qingdao Subsidiary, the Company and Party C1
                                            shall respectively pledge all equity in the Qingdao Subsidiary held by them to guarantee
                                            the Debt Investment to the Company, and complete the corresponding equity pledge registration.
                                            The Investor shall cooperate in providing the documents and signatures required for the equity
                                            pledge registration.



 


		2.5.2	Within
                                            30 days from the Debt Investment Completion Date, Party C2 shall pledge all equity in the
                                            Company held by it to guarantee the Debt Investment to the Company, and complete the corresponding
                                            equity pledge registration. The Investor shall cooperate in providing the documents and signatures
                                            required for the equity pledge registration.



 


		2.5.3	The
                                            Guarantors shall jointly undertake the joint guarantee responsibility for the credior’s
                                            rights to the Company held by the Investor.



 


		2.5.4	The
                                            scope of the pledge guarantee as stipulated in Article 2.5.1 and Article 2.5.2 and the joint
                                            and several guarantee liability stipulated in Article 2.5.3 shall cover the principal and
                                            interest of the Debt Investment, penalty interest, liquidated damages, and damages and litigation
                                            fees, preservation fees, attorney fees, travel expenses and other related losses incurred
                                            by the Investor in connection with its creditor’s rights.



 


		2.5.5	The
                                            guarantee period of the equity pledge shall be 2 years from the Maturity Date of Debt Investment.



 


		2.5.6	After
                                            the Company has repaid the Debt Investment and the corresponding interest, or the Investor
                                            completes the debt conversion to shares in accordance with this Agreement, the Investor shall
                                            cooperate with the Company, Party C1, and Party C2, to release the equity pledge registrations
                                            of Qingdao Subsidiary and Company, respectively, within 30 working days after the date when
                                            receiving written notice from the Company.



 



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III.
Debt-to-Equity Swap


 


		3.1	Rights
                                            of Conversion



 


		3.1.1	The
                                            Investor is entitled to the right of conversion, i.e., the Investor has the right to convert
                                            the amount of Debt Investment granted to the Company into an equal value of shares of equity
                                            of the Pubco.



 


		3.1.2	To
                                            exercise the right of conversion, the Investor may either directly purchase shares of the
                                            Pubco, set up a foreign branch, or delegate a qualified third party to purchase stock of
                                            the Pubco. No additional consideration is required when the said entities subscribe for the
                                            Pubco’s shares. If the Investor is required to pay the Debt Investment to the Pubco’s
                                            offshore bank account according to any rules of NASDAQ, then as long as the Investor has
                                            provided the collateral agreed by both the Pubco and the Investor, the Company shall return
                                            the Debt Investment to the Pubco, and the Investor shall wire the Debt Investment to the
                                            offshore bank account of the Pubco upon receiving the Debt Investment at a time agreed by
                                            both parties.



 


		3.2	Timing
                                            and Price of Conversion



 


		3.2.1	At
                                            any time prior to the Maturity Date of Debt Investment, the Investor is entitled to convert
                                            the Debt Investment into the shares of the Pubco at a price of USD 10.16 per share, with
                                            the convertible number of shares calculated as the total amount of the Debt Investment divided
                                            by USD 10.16.



 


		3.3	Notice



 


		3.3.1	The
                                            Investor shall notify the Company and the Pubco with written notice when the Investor exercises
                                            or intends to exercise its right of conversion. The Pubco shall fulfill all required procedures
                                            and complete the transfer of equity within 30 days after receiving such notice from the Investor.
                                            After the completion of the Debt Investment conversion, all liabilities owed by the Company
                                            to the Investor shall be immediately eliminated.



 



    4


     


    

 


		3.3.2	If
                                            the Company and the Pubco fail to complete the conversion or refuse to do so within the above
                                            prescribed period upon receiving the notice of conversion, then they shall be deemed as having
                                            breached this Agreement, and the Investor shall have the right to terminate this Agreement
                                            and collect the principle amount of the Debt Investment and interest in advance.The Investor
                                            is also entitled to ask the Company or the Pubco to compensate losses, and the amount of
                                            losses to be compensated shall be calculated as: (the market price per share of the Pubco,
                                            i.e., the weighted average price of closing prices 10 business days before and after
                                            the date the Investor sends the written notice of conversion, i.e., 20 business days
                                            in total, minus USD 10.16/share) * (the total amount of the Debt Investment, divided by USD
                                            10.16). The Pubco and the Investor shall not be deemed as breaching their obligations under
                                            this Agreement if the Investor fails to complete relevant examination and approval procedures
                                            by the PRC government that are required by PRC laws and regulations (including foreign investment
                                            registration procedures).



 


IV.
Closing Condition


 


		4.1	The
                                            Company or Party C1 hasprovided scanned articles of associationand made board resolutions
                                            or held shareholder meeting regarding Company’s equity pledge and Party C1’s
                                            guarantee according to the Company’s articles of association.



 


		4.2	The
                                            Company has made shareholder meeting resolutions, which approve the execution of the transaction
                                            documents and this transaction.



 


V.
Covenants of the Company


 


		5.1	Party
                                            C1 shall become the sole China based holding company for the business operations of the JHD
                                            Parties within 12 months after the Company has received the Debt Investment.



 


		5.2	The
                                            Company shall not apply for bankruptcy in any form without prior written notice from the
                                            Investor.



 


		5.3	The
                                            Pubco shall retain control of the Company.



 


		5.4	Under
                                            the precondition of complying with the U.S. listing rules, the Company should satisfy the
                                            Investor’s right to know, including (1) audited annual consolidated financial report
                                            (including income statement, balance sheet, and cash flow statement) and management report;
                                            (2) unaudited quarterly consolidated financial report (including income statement, balance
                                            sheet, and cash flow statement), and quarterly management report; (3) business plan, budget
                                            and forecasted financial statement for next year; (4) any other matters that may cause material
                                            adverse changeto the Company.



 


		5.5	The
                                            Company shall disclose to the Investors any events, facts, conditions, change or any other
                                            circumstances that may casue material adverse change to the Company’s operation or
                                            business.



 


		5.6	Excecuting
                                            this Agreement and fulfilling obligations hereunder will not violate any laws, regulations,
                                            rules or administrative orders.



 


		5.7	The
                                            Company shall remain validly existing within the term of the Debt Investment.



 


VI.
Early Repayment


 


The
Company shall repay the Debt Investment and the corresponding interests within 30 days after the Investor sends a notice in any of the
following events:


 


		6.1	Violation
                                            of the Covenants of the Company provided under Article V of this Agreement.



 



    5


     


    

 


		6.2	Dispose
                                            material assets of Qingdao Subsidiary without consent from the Investor.



 


		6.3	The
                                            Pubco’s failureto complete the debt share swap or refusal to do so within 30 days after
                                            receiving the Investor’s notice of conversion.



 


		6.4	Establishment
                                            of liens or any other encumbrances on any Qingdao Subsidiary’s asset without consent
                                            from the Investor.



 


		6.5	Qingdao
                                            Subsidiary borrows or lends any fund or conducts connected transactions without the Investor’s
                                            consent.



 


		6.6	Failure
                                            of the Pubco to successfully list on NASDAQ.



 


		6.7	Failure
                                            of the Company or Party C1 to conform with the fund use restrictions pursuant to this Agreement.



 


		6.8	The
                                            Company or Qingdao Subsidiary materially violates the law.



 


		6.9	The
                                            Company or Qingdao Subsidiary fails to continue business operation.



 


		6.10	Any
                                            change on Qingdao Subsidiary’s shareholding structure, registered capital or shareholders.



 


		6.11	Cash
                                            in Qingdao Subsidiary’s Bank Account is frozen, deducted or asset of Qingdao Susidiary
                                            is seized or enforced due to dispute between Qingdao Subsidiary and any other third party.



 


VII.
Liability for Breach


 


		7.1	In
                                            the event that the Company, Party C1, Party C2, or the Pubco fails to perform the obligations
                                            provided in this Agreement, from the date of overdue or the date when the Investor issues
                                            a performance notice, the defaulting party shall pay interest to the Investor at an interest
                                            calculated at four times the one-year loan market quoted interest rate announced by the National
                                            Interbank Funding Center based on Debt Investment.



 


		7.2	In
                                            the event that the Investor is overdue to pay the Debt Investment, the Investor shall pay
                                            the Company liquidated damages at the rate of four times the one-year loan market quoted
                                            interest rate announced by the National Interbank Funding Center multiplied by the unpaid
                                            Debt Investment during the deferred payment period. Such liquidated damages shall be calculated
                                            from the date when the closing conditions are fulfilled to the date when the Investor pays
                                            the liquidated damages according to this Agreement.



 


VIII.
Force Majeure


 


		8.1	In
                                            the event of earthquakes, typhoons, floods, fires, military operations, strikes, riots, wars,
                                            changes in policies and laws, or other unforeseen force majeure events beyond the reasonable
                                            control of one party to this Agreement (each item is referred to as a “Force Majeure
                                            Event”) that hinder the Party from fulfilling this Agreement, the Party shall immediately
                                            notify the other parties without delay, and provide detailed information and supporting documents
                                            of such events within 15 days after the notification is issued, explaining the reasons for
                                            the disability or delay in fulfilling all or part of its obligations under this Agreement.
                                            All parties shall seek to find and implement a solution acceptable to all parties to the
                                            Agreement through negotiation.



 



    6


     


    

 


		8.2	In
                                            the event of a Force Majeure Event, the Party affected by force majeure is not responsible
                                            for any damage, cost increase or loss suffered by any other Party to this Agreement due to
                                            the failure or delay of performance of the obligations under this Agreement caused by force
                                            majeure events, and such failure to perform or delay in performance of this Agreement shall
                                            not be regarded as a violation of this Agreement. The Party claiming that a Force Majeure
                                            Event has occurred shall take appropriate measures to reduce or eliminate the impact of the
                                            Force Majeure Event, and try to resume the fulfillment of obligations that have been delayed
                                            or hindered by the Force Majeure Event in the shortest time possible.



 


IX.
Governing Law and Dispute Resolution


 


		9.1	The
                                            conclusion, validity, interpretation, performance and settlement of disputes of this Agreement
                                            shall be governed by and interpreted in accordance with PRC law.



 


		9.2	All
                                            disputes arising from or in connection with this Agreement shall be resolved through friendly
                                            negotiation by all parties, otherwise, either Party has the right to submit the dispute to
                                            Shenzhen Court of International Arbitration (SCIA) in Shenzhen according to the arbitration
                                            rules of SCIA in effect at that time. The arbitral tribunal shall consist of three (3) arbitrators,
                                            the claimant appoints one (1) arbitrator, the respondent appoints one (1) arbitrator, and
                                            the third arbitrator shall be appointed by SCIA. The arbitration language is Chinese, and
                                            the arbitration award is final and binding on all Parties.



 


		9.3	During
                                            the dispute resolution period, the parties continue to have their other rights under this
                                            Agreement and shall continue to perform their corresponding obligations under this Agreement.



 


X.
Information Disclosure


 


		10.1	The
                                            information related to this Agreement and its attachments (including all terms and even the
                                            existence of this Agreement and any related investment documents) are confidential information,
                                            and the parties to this Agreement shall not disclose to any third party (excluding the legal
                                            advisers and auditors of the parties) unless otherwise specified.



 


		10.2	Each
                                            Party shall keep confidential any proprietary or secret or confidential data and information
                                            of the Company, its business or belonging to other parties, or by other parties at any time
                                            or for the purpose of negotiation of this Agreement or for the establishment or operation
                                            of the Company, and related content of this Agreement (the “Confidential Information”),
                                            and shall not disclose to any third party or person other than the parties to this Agreement,
                                            professional consultants and relevant government agencies.



 



    7


     


    

 


		10.3	The
                                            information disclosed in the following situations is not subject to the above restrictions:



 


		10.3.1	Where
                                            disclosure or use is required by applicable law, any government agency or department;



 


		10.3.2	Where
                                            disclosure or use is required due to any judicial process caused by this Agreement or any
                                            other agreement entered into under this Agreement, or related matters reasonably disclosed
                                            to taxation authorities;



 


		10.3.3	Where
                                            disclosure is made to the professional consultants of each Party, but each Party shall require
                                            such professional consultants to abide by this Article 10 regarding such Confidential Information,
                                            as if they were parties to this Agreement;



 


		10.3.4	Where
                                            the information has entered the public domain for reasons unrelated to the parties to this
                                            Agreement;



 


		10.3.5	Where
                                            all other parties have given prior written consent for disclosure or use.



 


XI.
Miscellaneous


 


		11.1	The
                                            title used in this Agreement is for reference only, and does not affect the meaning or interpretation
                                            of any clause in this Agreement.



 


		11.2	The
                                            parties further confirmed that, in order to implement this Agreement, the Parties may need
                                            to sign additional transaction documents (such as the company’s articles of association,
                                            etc.) to achieve the transaction objectives set under this Agreement.



 


		11.3	In
                                            the event any clause in this Agreement is invalid or unenforceable due to the applicable
                                            PRC law, the clause shall be deemed to have not existed from the beginning without affecting
                                            the validity of other clauses in this Agreement, and all parties to this Agreement shall
                                            negotiate and determine new clauses within a legal scope to ensure that the original clauses’
                                            intents are realized to the greatest extent possible.



 


		11.4	This
                                            Agreement is valid for the successors and assignees of all parties, and the above-mentioned
                                            successors and assignees can enjoy the rights and interests under this Agreement. The Investor
                                            has the right to assign and transfer its rights, interests and obligations under this Agreement
                                            to its affiliates. Unless otherwise provided above, without the prior written consent of
                                            the other parties, neither Party shall assign or transfer any of its rights or obligations
                                            under this Agreement.



 


		11.5	Unless
                                            otherwise provided in this Agreement, a Party’s failure to exercise or delay in exercising
                                            the rights, powers or privileges under this Agreement does not constitute a waiver of these
                                            rights, powers and privileges, and partial exercise of these rights, powers and privileges
                                            does not exclude the exercise of any other rights, powers and privileges.



 



    8


     


    

 


		11.6	All
                                            notices and other communications under this Agreement shall be in written form, and shall
                                            be deemed to have been served under the following circumstances (i) delivered by a dedicated
                                            person, when delivered in person (with valid written confirmation); (ii) via e-mail, when
                                            the delivery is successful, or (iii) by courier, within the second working day after delivery;
                                            in any of the above circumstances, it will be delivered to the following addresses:



 


If
to the Company, the Pubco, or the Guarantors


Attention:
Qifan Sun


E-mail:
asun@jhdmanagement.com


Address:
Unit 06, 12/F, New Bong Center, No. 555 Haiyang West Road, Pudong, Shanghai


 


If
to the Investor


Attention:
Shulin Li


E-mail:
hntzfz@126.com


Address:
4th Floor, Building 3, No. 288 Ningxia Road, Shinan District, Qingdao


 


		11.7	This
                                            Agreement is made in seven copies, each Party holds one copy, and the remaining three copies
                                            are retained by the Company, each with the same legal effect.



 


[Remainder
of this Page Intentionally Left Blank.]


 




    9


     


    

 


[The
signature page to Investment Agreement]


 


Qingdao
Hainuo Investment Development Co., Ltd. (Seal)


 


	Signature: 	/s/
    Gang Li	 
	Name:	Gang Li	 




     


     


    

 


[The
signature page to Investment Agreement]


 


Pure
Value Trading Company (Shanghai) Limited (Seal)


 


	Signature: 	/s/
    Alan Clingman	 
	Name:	Alan
    Clingman	 


 




     


     


    

 


[The
signature page to Investment Agreement]


 


Ling
Feng Trading Company Limited (Seal)


 


	Signature: 	/s/
    Alan Clingman	 
	Name:	Alan
    Clingman	 



 



     


     


    

 


[The
signature page to Investment Agreement]


 


JHD
Holdings Limited


 


	Authorized
    representative: 	/s/
    Alan Clingman	 



 



     


     


    

 


[The
signature page to Investment Agreement]


 


JHD
Technologies Limited 


 


	Authorized
    representative: 	/s/
Nicholas Wang