Exhibit 4.6


 


 


Contract No. Zhong Lv Bao Zhi Zi 2011 No. 009-2


 


Counter Security Pledge Contract


 


Pledger (Party A): Daqing Borun Biotechnology
Co., Ltd.


 


Pledgee (Party B): Zhong Lv Credit Guarantee
Co., Ltd.


 



    	 



    	 



    

 


Pledger: Daqing Borun Biotechnology
Co., Ltd. (hereinafter referred to as “Party A”)


 


Address: Jubao Village, Zhusan County,
Datong District, Daqing Municipality, Heilongjiang Province


 


Legal representative: WANG Jinmiao


 


Contact phone number: 0536-54556688


 


Fax:


 


Pledgee: Zhong Lv Credit Guarantee Co., Ltd.
(hereinafter referred to as “Party B”)


 


Address: Floor 10, No. 2 Chaoyangmen North
Avenue, Dongcheng District, Beijing Municipality


 


Legal representative: WEI Zhenming


 


Contact phone number: 010-6551 1601


 


Fax: 010-6551 1606


 


Whereas Party B has entered into a Trust
Security Contract (Contract No.: Zhong Lv Wei Bao Zi 2011 No. 009) (hereinafter referred to as “Security Contract”)
with Daqing BoRun Biotechnology Co., Ltd. (hereinafter referred to as “Principal Debtor”);


 


Whereas Party B has entered into a Guarantee
Contract (Contract No. 23060500-2011 Qing Ying (Bao) Zi No. 0010) (hereinafter referred to as “Guarantee Contract”)
with Agricultural Development Bank of China, Daqing Branch (hereinafter referred to “Principal Creditor”). Under
the Guarantee Contract, Party B provides security for a loan of short-term working capital for industry leading enterprises
at the amount of RMB 50 million under a Loan Agreement between the Principal Debtor and the Principal Creditor (Contract No:
23060500-2011 (Qing Ying) Zi No. 0012)(hereinafter referred to as “Principal Contract”).


 


In order to secure the realization of Party
B’s security creditor’s rights, Party A hereby provides a pledge as counter security. To clarify the two parties’
rights and obligations, based on General Principles of the Civil Law, Contract Law of the People’s Republic of China, Security
Law of the People’s Republic of China, Property Law and related laws, regulations and judicial interpretations, Party A and
Party B enter this contract through consultation.


 


The “Pledge” in this contract
refers to pledge of movables and pledge of rights under the Security Law; “Pledged Assets” refers to movable properties
and rights (vouchers) that are permitted to be pledged under the Security Law.


 


Article 1 Party A’s Presentations
and Covenants


 



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		1.1	Party A has the legal qualification of Pledger pursuant to laws and regulations.



 


		1.2	Party A is willing to provide Pledge of stock of corn of 20,000 tons, to which Daqing
BoRun Biotechnology Co., Ltd. enjoys proprietary rights or disposing rights, as counter security, and obtain registration.
Pledged Assets are specified in the List of Pledged Assets (as attached) under this contract, which constitutes an integral part
of this contract. This contract expresses the authentic intents of the parties. In case of any circumstances that Party B bears
security liabilities and exercises recourse right to the Principal Debtor, Party A will bear counter security liabilities by the
Pledged Assets to protect Party B’s interests according to laws.



 


		1.3	The Pledged Assets under this contract are permitted by laws to be used for Pledge, so that Party
B’s pledge rights are ensured to be realized smoothly.



 


		1.4	Party B enjoys priority right of compensation to the Pledged Assets under this contract according
to laws; in addition, if Party A pledges its entire equity interests, Party A shall also bear the compensation liabilities with
all the assets owned by it (regardless of location).



 


		1.5	Party A’s execution of this contract complies with relevant laws, regulations and its internal
rules; Party A’s Pledge of the Pledged Assets under this contract has obtained internal consent of Party A and approval from
relevant governmental authorities.



 


		1.6	Party A shall obtain the consent on the foregoing Pledge issue from the shareholders’ meeting
(board of directors) of the Principal Debtor within five working days after this contract’s execution, meanwhile go through
registration formalities with relevant governmental authorities or deliver the Pledged Assets to Party B’s possession, and
deliver certificate of rights to Party B’s custody.



 


Article 2 Scope of Counter Security Pledge


 


2.1 The principal, interests, penalty interests
(overdue interests), compound interests, compensations for losses, liquidated damages of debtor, expenses of pledging assets and
expenses incurred to the Principal Creditor for realizing creditor’s rights etc., which shall be borne by Party B to the
Principal Creditor according to the Security Contract as security liabilities, as well as repaid money use fee which shall be paid
by the Principal Debtor to Party B. Repaid money use fee shall be calculated on the basis of all debts repaid by Party B at the
rate of 0.05% per day since the repayment day.


 


2.2 Security fee, overdue interests, other
expenses etc. under the Security Contract;


 


2.3 After Party B repays the amount under
the Principal Contract for the Principal Debtor, interests, penalty interests, liquidated damages, compensations for losses and
other expenses (including but not limited to attorney’s fee, litigation (arbitration) fee, travel and accommodation cost,
investigation fee, appraisal fee, evaluation fee, translation fee, subsidy for witness etc.) incurred by Party B when exercising
recourse right with relevant debtors;


 



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2.4 Expenses arising from Party B realizing
the pledge right under this contract, including but not limited to: litigation fee, arbitration fee, property preservation fee,
attorney’s fee, evaluation fee, auction fee, enforcement fee, agency fee, notary fee, consultation fee, travel and accommodation
cost, investigation fee, appraisal fee, translation fee and subsidy for witness etc.


 


Article 3 Delivery of Pledged Assets


 


3.1 Pledged Assets under this contract
shall be delivered by Party A to Party B’s custody simultaneously with execution of this contract. Party A shall expressly
inform Party B of any flaw of the Pledged Assets. If Party A fails to deliver the Pledged Assets at the prescribed time and therefore
causes losses to Party B, Party A shall undertake compensation liabilities.


 


3.2 If the Pledger provides Pledge by properties
it indirectly possesses, the pledge contract is deemed delivered when a written notice is delivered to the possessor. If the possessor
still disposes of the Pledged Assets according to the Pledger’s direction after the possessor receives the notice of pledge,
such behavior is invalid.


 


3.3 In case of discrepancy between the
prescribed Pledged Assets and the actually delivered Pledged Assets, this contract only becomes effective when all prescribed Pledged
Assets are delivered.


 


3.4 Pledge right of movables effects to
the accessory things and statutory fruits. Accessory things must be delivered to Party B simultaneously.


 


3.5 If the Pledge is provided by money
order, cheque, promissory note or company’s bond, they are only be able to be delivered after endorsed by the Pledger and
Pledgee with the sign of “Pledge”.


 


Article 4 Agreements on Pledged Assets


 


4.1 Please refer to the List of Pledged
Assets for details of the Pledged Assets.


 


4.2 The value of Pledged Assets agreed
upon by the two parties at the execution of this contract shall not be the basis of evaluation when Party B disposing of such Pledged
Assets and shall not impose any restriction on Party B’s exercise of the pledge right.


 


4.3 Party A shall provide Party B certification
documents indicating that the Pledged Assets are legally owned by Party A or under Party A’s rightful disposition.


 


4.4 If Party A provides the pledge of charging
rights to Party B, Party A shall open a charging account for special fund and special usage at a bank designated by Party B before
the execution of this contract. All charges shall be remitted to such account. After Party B obtains the recourse right to Party
A, it has the right to be compensated in priority from the whole fund in such account. Please refer to article 13 of this contract
“Other Issues Agreed upon by the Two Parties” for details.


 



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4.5 After the Principal Debtor fully repays
the principal debt and Party B’s security liabilities are relieved, Party B shall timely return the Pledged Assets and other
related materials to Party A, or release the supervision and management to the charging account.


 


4.6 Where laws and regulations stipulate
or the two parties agree that registration of pledge is required, the two parties shall go through the registration formalities
of pledge with relevant local pledge registration authorities within 15 days after this contract’s execution.


 


4.7 In case of any change to the registered
items of pledge and modification registration is legally required; the two parties shall go through modification registration formalities
with relevant local pledge registration authorities within 15 days after the change of registered items.


 


Article 5 Insurance


 


5.1 Within 15 days after this contract’s
execution, Party A shall obtain property insurances of fundamental and additional risks for the Pledged Assets from related insurance
company; insurance period shall not be shorter than the duration of counter security; insurance amount shall not be lower than
the evaluation of Pledged Assets; the insurant shall be Party B and the insurance policy shall be kept by Party B.


 


5.2 If Party B can not be made insurant,
it shall be indicated in the insurance policy that Party B shall collect the insurance compensation in case of insurance claim,
and no provision in the insurance policy could restrict Party B’s rights and benefits.


 


5.3 During the term of this contract, Party
A shall not suspend or terminate the insurance policy for any reason.


 


5.4 During the term of this contract, in
case of any insurance accident happened to the Pledged Assets, the insurance compensation shall be used for prior repayment to
Party B, and Party B may use it for prior repayment to the Principal Creditor, or keep it as security fund, or use it to restore
the value of the Pledged Assets.


 


Article 6 Realization of the Pledge Right


 


6.1 If the Principal Debtor fails to repay
the principal, interests and other related expenses to the Principal Creditor according to the Principal Contract, upon Party B’s
partial or full repayment for the Principal Debtor of the foregoing amount to the Principal Creditor, Party B has the right to
realize the right of pledge and dispose of the Pledged Assets for compensation to the amount repaid by Party B.


 


6.2 When realizing the right of pledge,
Party B has the right to, according to laws, use the Pledged Assets in discount to set off the debt or sell the Pledged Assets
at an auction or otherwise in order to be compensated in priority from the selling proceeds, or directly become compensated in
priority from the fund of the special charging account.


 



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6.3 Where Party A provides the Pledge by
the charging right, Party A may ordinarily dispose of the fund of the charging account. In case of the Principal Debtor’s
failure to repay pursuant to contract, Party B will control the charging account and Party A may dispose of the fund of the charging
account only after obtaining Party B’s written permit. If the Principal Debtor fails to repay the loan and Party B undertakes
security liabilities to the Principal Creditor, Party B has the right to forbid Party A’s disposition of the fund of the
charging account and to apply for property preservation to the charging account according to laws.


 


6.4 When Party B disposes of the Pledged
Assets pursuant to this contract, Party A shall provide cooperation and shall not pose any obstacles


 


6.5 Before Party B recovers the full repaid
amount from the Principal Debtor, Party B constantly enjoys the pledge right and Party A is constantly imposed the security liabilities
of pledge.


 


Article 7 Prior Repayment or Escrow


 


7.1 In case of any change due to objective
circumstances, the Pledged Assets shall be reasonably and timely treated pursuant to the following provisions in order to ensure
the maximization of the Pledged Assets’ values. The following circumstances are included but not limited to:


 


7.1.1 Where value of the Pledged Assets
may be impaired because of the nature of the Pledged Assets (except for natural impairment), Party A has the obligation to provide
security corresponding to the impaired value, otherwise Party B has the right to dispose of the Pledged Assets in order to make
prior repayment for the secured creditor’s right or make it in third party’s escrow. Escrow expenses shall be borne
by Party A.


 


7.1.2 During the term of the contract,
if Party A needs to transfer the pledged rights (including charging right), Party B’s written consent is required, and the
obtained proceeds of transfer and license shall be used to make prior repayment for the secured creditor’s right or make
it in third party’s escrow. Escrow expenses shall be borne by Party A.


 


7.2 Unless otherwise specifically agreed
by the two parties, the foregoing escrow organ shall be a notary organ designated by Party B.


 


Article 8 Party A’s Right and Obligation


 


8.1 To bear related expenses and expenditure
under this contract, including but not limited to the expenses for attorney’s service, property insurance, appraisal, evaluation,
registration, ownership transfer, safekeeping, escrow and litigation.


 


8.2 If any of the following circumstances
occur to Party A, it is obliged to inform Party B in writing 30 days beforehand:


 


j change
of operation mechanism, such as contracting, lease, joint venture, merger, split-up, cooperation with foreign investors
etc; 


 



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k
change of business scope and registered capital, change of the nature of legal person;


 


l
involving economic disputes and litigations;


 


m
disputes relating to the Pledged Assets;


 


n
suspension, dissolution, rectification, legal person qualification or business operation permit being cancelled;


 


o
change of domicile, telephone, legal representative etc.







 


8.3 Party A agrees that in the duration
of counter security, Principal Creditor or Party B may transfer the creditor’s right to third party without prior written
consent of Party A, and Party A shall continue to bear security liabilities of pledge within the original scope of pledge.


 


8.4 After the execution of this contract,
in case company change circumstances such as merger and split-up occur to Party B, Party A shall continue to bear security liabilities
to the assignee of this contract’s rights by the Pledged Assets within the original scope of pledge.


 


Article 9 Party B’s Rights and Obligations


 


9.1 In case of the occurrence of any item
within the scope of pledge under Article 3 of this contract, Party B has the right to dispose of the Pledged Assets under this
contract.


 


9.2 Party B has the right to request assistance
from Party A lest the pledge right is impaired by any third party.


 


9.3 After fully repaying the debts within
the scope of pledge under this contract with the proceeds from Party B’s disposition of the Pledged Assets, remaining proceeds
(if any) shall be returned to Party A.


 


9.4 In the duration of the pledge right,
upon the Pledger’s consent, Party B may reasonably use the Pledged Assets. In case the Pledged Assets is damaged because
of Party B’s improper use, Party B shall bear corresponding compensation liabilities.


 


Article 10 Liabilities for Breach of Contract


 


10.1 In case of this contract’s ineffectiveness
or other consequence due to Party A’s fault, Party A shall pay liquidated damages at the amount of 10% of the secured amount
actually borne by Party B at the mature date of the Principal Contract. In addition, in case of any loss incurred by Party B because
of the repayment for Party A, Party A shall bear all compensation liabilities.


 



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10.2 Both Party A and Party B shall perform
the obligations under the contract. If any party fails to fully or partially perform the obligations under this contract, such
party shall bear corresponding breaching liabilities and compensate any loss of the other party arising therefrom.


 


10.3 In case of any of the following circumstances,
Party B has the right to refuse to execute the Guarantee Contract for the Principal Creditor or to unilaterally terminate the Guarantee
Contract, and all legal liabilities arising therefrom shall be borne by Party A:


 





j
Party A fails to deliver the Pledged Assets to Party B pursuant to the contract;


 


k
Party A fails to open a charging account for special fund and special usage and maintain the agreed balance of the account pursuant
to the contract;


 


l
Party A’s pledge of the foregoing Pledged Assets fails to obtain the approval from relevant governmental authorities and
therefore this contract fails to become effective;


 


m
this contract fails to become effective because pledge registration can not be obtained.


 


Article 11 Effectiveness of the Contract


 


11.1 This contract becomes effective on
the date when the Pledged Assets is delivered to Party B with the two parties’ signatures and official seals.


 


11.2 If approval and registration formalities
are required to be gone through by relevant laws and regulations, this contract shall become effective on the date when the approval
is obtained from relevant governmental authorities and pledge registration is completed with relevant pledge registration organ.


 


Article 12 Dispute Resolution


 


12.1 The execution, effectiveness, interpretation,
performance and dispute resolution of this contract are governed by the laws of the people’s republic of china.


 


12.2 Disputes between Party A and Party
B arising from the performance of this contract shall be resolved through the two parties’ negotiation; if the negotiation
fails to resolve the dispute, a lawsuit shall be filed with the people’s court of Party B’s location.


 


Article 13 Other Issues Agreed upon by the
Two Parties


 


13.1 In case Party A fails to perform or
fully perform security liabilities, Party B may apply for enforcement according to laws.


 


13.2  ___________________________________/
_____________________________________


 



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13.3__________________________________  / _________________________________


 


Article 14 Schedules


 


14.1 Schedules of this contract are an
integral part of this contract and have the same legal effect to this contract.


 


14.2 Schedules of this contract include:
nList of Pledged Assets; nResolution of
Shareholders’ Meeting (Board of Directors); nCertification of Equity Interests;


oOthers________________________ / ______________________


 


Article 15 Miscellaneous


 


14.1 This contract is executed in three
counterparts. Party A, Party B and registration authorities will hold each one of them. The counterparts of the contract
have the same legal effect.


 


Article 16 Special Attention


 


Party B has requested for Party A’s
attention to make full and accurate understanding of the meaning and legal consequence of each provision of this contract, and
has explained corresponding provisions at the request of Party A. The two parties do not have disagreement on the understanding
of the provisions of this contract. If Party A is a natural person who has spouse, Party A’s pledge shall obtain consent
from its spouse, who has fully learned about and understand all the provisions of this contract.


 



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<This page is intentionally left blank>


 


Official Seal of Party A (Pledger):


 


Legal Representative (signature):


 


(Or Authorized Agent)


 


Official Seal of Party B (Pledgee):


 


Legal Representative (signature):


 


(Or Authorized Agent)


 


July 1, 2011


 



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Under the Counter Security Pledge Contract
(Contract No. Zhong Lv Bao Zhi Zi 2011 No. 009-2):


 


List of Pledged Assets


	Unit: RMB10000
	No.	 	Name of Pledged Assets	 	Model	 	Unit	 	Quantity	 	Status of

 Pledged

 Assets	 	No. of

 Right’s

 Voucher	 	Original Value

 of Pledged

 Assets	 	Determined

 Value of Pledged

 Assets	 	Remark
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	Stock of corn of Daqing BoRun Biotechnology Co., Ltd.	 	 	 	Ton	 	20000	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate Amount:	 	——	 	——	 	———-	 	———-	 	———-	 	 	 	 	 	———


 


	Pledger (official seal):	Pledgee (official seal):
	 	 
	Legal Representative (signature):	Legal Representative (signature):
	 	 
	(Or Authorized Agent)	(Or Authorized Agent)
	 	 
	July 1, 2011	July 1, 2011


  








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