Exhibit 10.5


Number: HHHT(2014)ZGZY0001


 


Maximum Amount Pledge Contract


 


(Brief Summary Translation for Reference
Only)


 


	Pledgor:	Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd.
	Address:	Yongye Industrial Park, Jinshan Boulevard,
		Jinshan Development Zone, Hohhot
	Postal Code:	010010
	Legal Representative:	 SUN Xiaofeng
	Postal Code:	 
	Telephone:	 
	Fax:	 
	Account Bank:	China Everbright Bank Holdings. Co., Ltd.,
	 	Hohhot University Street East Branch
	Account Number:	50140188000011519
	 	 
	Pledgee:	China Everbright Bank Holdings. Co., Ltd., Hohhot Branch
	Address:	78 Xinhua Road East, Saihan District, Hohhot
	Postal Code:	010010
	Legal Representative:	ZHANG Ling
	Processing Person:	YANG Jun
	Telephone:	0471-5165035
	Fax:	 


 


Article I Preamble


 


To ensure the performance of the Comprehensive
Credit Facility Agreement (Contract Number: HHHT(2012)ZHSX0034) (the "Master Contract"), dated March 13, 2014, entered
into between Inner Mongolia Yongye Nongfeng Biotech Co., Ltd. (the “Borrower”) and the Pledgee, the Pledgor agrees
to provide certain invention patents, to which the Pledgor has the ownership right and disposition right, as guarantee for all
the debts under the Master Contract. The Pledgee, upon review of the pledged items, agrees to accept such pledge guarantee, and
the two parties have entered into this pledge contract as below.


 




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Article II Definitions


 


The terms used herein shall have the following
definition, unless otherwise indicated.


 


1.          “Master
Contract” means the “Comprehensive Credit Facility Agreement” between the Pledgor and the Pledgee and each of
the specific credit service contracts entered into pursuant to the “Comprehensive Credit Facility Agreement” for specific
businesses.


 


2.          “Specific
Credit Service Contract” means each of the specific credit service contracts entered into between the Pledgor and the Pledgee
at the time when the Pledgor provides foreign currency loan, trade financing, discount service, acceptance note, letter of credit,
letter of guarantee, factoring service or guarantee (“Specific Credit Services”).


 


3.          “Events
of Breach” means any of the events set forth in Article 12 herein.


 


4.          “Pledged
Items” means the unfixed assets or rights pledged.


 


5.          “Affiliates”
means companies related to the pledged items, including but not limited to affiliated companies in an equity pledge.


 


Article III Master Debt Claims under
the Guarantee


 


6.          The
master creditor’s claims the guaranteed by the Pledgor hereunder are the debts generated from all specific credit service
contracts pursuant to the Master Contract, and, the principal balance of the master creditor’s claims guaranteed hereunder
is the maximum amount of the credit facility specified in the Master Contract, i.e., RMB 200,000,000.00.


 


Article IV Scope of the Pledge Guarantee


 


7.          The
scope of the guarantee hereunder includes: all outstanding debt principal payable under the Master Contract, interests, compound
interests, processing fees, default damages, fees in connection with realizing creditor’s claims (including but not limited
to litigation, legal, certification and enforcement fees), fees incurred by the Pledgee in realizing its rights hereunder and other
charges payable by the Pledgor in connection with this contract (collectively, “Guaranteed Debts”).


 




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Article V Establishment of the Pledge


 


8.          The
Pledgor hereby provides to the Pledgee, with the Pledgee as the first beneficiary, the Pledged Items and all rights, interests
and incomes generated therefrom, including but not limited to all proceeds from the sale or lease of the Pledged Items or the compensation
to which the Pledgor is entitled in the event of their appropriation. The number and value of the Pledged Items are specified in
Appendix 1, which is the component part of this contract.


 


9.          The
parties hereto both acknowledge that the value of the Pledged Items as of the date of this contract is ¥18,000,000.00 even.


 


Article VI Documents That Must Be Provided
by the Pledgor


 


10.         Before
the Pledgor can use any specific credit service under the Master Contract, the Pledgor must provide the originals or certified
copies of the following documents:


 


This contract with the Pledgor’s
seal and its legal representative’s signature;


The Pledgor’s articles of
association or documents approving this pledge and the Pledgor’s business permit, legal person status certificate and other
documents evidencing its existence;


The Pledgor’s board or shareholder
resolution approving this pledge;


Original documents evidencing the
Pledged Items;


If the Pledged Items are real estates,
all insurance policies in connection therewith;


If the Pledged Items are rights,
all documents in connection therewith with the Pledgor’s endorsements;


If the Pledged Items are equities,
the Pledgor’s business permit, capital verification reports, most financial reports, board or shareholder resolution approving
this pledge, and other required regulatory and government documents.


If the Pledged Items are part of
holdings in a fund, the corresponding documents required;


Other documents that the Pledgee
may reasonably request.


 


Article VII Pledgor’s Representations
and Warranties


 


11.        The
Pledgor hereby makes the following representations and warranties to the Pledgee:


 


The Pledgor is a legal person with
complete ability for civil activities and has the complete qualification and power to execute and perform this contract and to
bear civil responsibilities.


 




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The Pledgor has carefully read,
fully understands and accepts the contents herein and the execution and performance of this contract is voluntary; the Pledgor
acknowledges that the intents expressed herein are its true intents.


All the documents, material and
certificates provided by the Pledgor to the Pledgee are authentic, complete, accurate and valid, and all copies of documents provided
are consistent with the originals thereof.


The Pledgor is the legal owner
of the Pledged Items or has the right to dispose of, or the regulatory approval (if required) to pledge the Pledged Items. There
are no encumbrances on, nor any disputes or defects about, the Pledged Items.


The Pledgor has obtained all the
government approvals and third party consents necessary for the execution of this contract, and the execution of this contract
will not violate any other contracts to which the Pledgor is a party.


The pledge hereunder will not have
any restrictions.


Besides this contract, the Pledgor
has not executed any other contracts pursuant to which the Pledged Items are gifted, transferred or disposed of in part or in whole,
or attached with other encumbrances.


The information provided in Appendix
1 regarding the Pledged Items are true and accurate.


The Pledgor has paid all fees and
charges payable (including taxes) in connection with the Pledged Items and performed all other covenants and obligations regarding
the Pledged Items.


The Pledgor has completed all filings
and registrations required to ensure the effectiveness and validity and enforceability of this contract.


There has been no pending litigation,
arbitration or administrative proceedings that involve the Pledgor, the Pledged Items or that will have a substantively adverse
effect on the Pledgor’s ability to perform its obligations hereunder.


There has been no, and nor there
will be, any event of breach.


The Pledged Items are valid and
in existence and within the scope of the pledge.


The representations and warranties
above will remain true and accurate during the effective term of this contract, and the Pledgor will provide further documents
any time at the Pledgee’s request.


 


Article VIII The Pledgor’s Representations
and Warranties


 


12.        The
Pledged Items hereunder must be delivered by the Pledgor to the Pledgee on March 14, 2014, and the Pledgee will review and accept
in accordance with the provisions herein.


The Pledgor must proceed with the Pledgee
to process the pledge registration procedures at the registration agency within 10 business days upon the execution of this contract.
All documents of evidence regarding the pledge issued by such agency must be handed over to the Pledgor for safekeeping.


 




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13.        If
the Pledged Items are acceptance notes or checks, they must be endorsed by the Pledgor with words “pledge” on the back
thereof.


 


14.        If
the Pledged Items are company bonds, they must be endorsed by the Pledgor with words “pledge” on the back thereof.


 


15.        The
Pledged Items and all the documents of evidence regarding the pledge must be handed over by the Pledgor to the Pledgee for safekeeping.


 


Article IX The Pledgor’s Covenants


 


16.        Before
all the guaranteed debts are repaid, the Pledgor must:


 


Abide by all the laws and regulations
applicable to this contract and perform all responsibilities and obligations hereunder, and take all necessary measure to ensure
the validity of the ownership right and disposition right to the Pledged Items.


Provide all valid documents regarding
the Pledged Items to the Pledgor.


Provide financial reports or other
documents at any time at the Pledgee’s request regarding the Pledgor’s operation and financial situation.


Notify the Pledgee of the contents
of any notice or order from any government agency regarding the Pledged Items within 5 business days.


Pay on time all taxes and fees
in connection with the Pledged Items.


Notify the Pledgee promptly of
any major events that may affect the Pledged Items or their value, and provide further guarantee in the event of any decrease in
value of the Pledged Items.


Provide periodically to the Pledgee
all financial reports of the fund companies or other affiliates corresponding to the Pledged Items and all other information known
to the Pledgor that may affect the value of the Pledged Items.


Notify the Pledgee immediately
of any events of breach and litigation, arbitration or administrative procedures involving the Pledged Items.


Refrain from transferring or disposing
of the Pledged Items, attaching additional rights burdens thereupon and engaging in any activity that may affect the Pledged Items
before all the guaranteed debts are repaid:


Notify the Pledgee immediately
of any threat to the Pledgee’s right and assist the Pledgee to prevent any harm or damage.


Provide further guarantee at the
Pledgee’s request in the event of material decrease in value of the Pledged Items.


Continue to exercise its rights
under the charter or articles of incorporation of the fund companies or other affiliates (except the right to distribute dividends)
and perform its obligations proportional to its shareholdings, except when requested by the Pledgee otherwise.


 




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Refrain from amending, or agreeing
to amend, the charter or articles of incorporation of any affiliate companies prior to obtaining the Pledgee’s consent.


Notify the Pledgee of any resolutions
or decisions of any affiliate companies of which the Pledgor are shareholders and, if the Pledgor intends to approve any major
events (including but not limited to dividend distribution), the Pledgor must obtain prior written consent from the Pledgee.


Deposit any cash dividends from
the fund companies or affiliate companies in the bank account set up with the Pledgee, with the Pledgee has the priority right
for compensation.


 


Article X The Disposition of the Pledged
Items


 


17.        If
the Pledged Items are acceptance notes, certificates of deposit, warehouse receipts, bills of lading, the Pledgee has the right
to cash out or dispose of the underlying goods at a discount, with the proceeds to be used as repayment toward the guaranteed debts.


 


18.        Upon
mutual consultation and agreement, the Pledgor may transfer shares of the pledged funds or stock, with the proceeds to be used
as repayment toward the guaranteed debts.


 


19.        Upon
mutual consultation and agreement, the Pledgor may transfer or permit third parties to use the pledged patents, copyrights or intellectual
property, with the proceeds to be used as repayment toward the guaranteed debts.


 


20.        Upon
the occurrence of any event of breach during the effective period of the pledge, the Pledgee has the right to exercise its pledgee’s
right, including but not limited to selling the Pledged Items hereunder, or negotiating a discount price with the Pledgor to dispose
of the Pledged Items.


 


21.        In
the course of disposing of the Pledged Items hereunder in accordance with the provisions above, the Pledgee has the right to sell
the Pledged Items at market price without the obligation to compensate the Pledgor for any losses and to demand that the Pledgor
be responsible for all the fees incurred in the Pledgee’s exercise of such right.


 


22.        Upon
the request of the Pledgee, the Pledgor must assist the Pledgee in obtaining all approvals or consents necessary for the exercise
of the pledgee’s right and in completing other necessary procedures.


 


23.        The
proceeds from the disposition of the Pledged Items hereunder will be applied in the following order: fees and expenses incurred
in such exercise or disposition, taxes payable, and repayment of the guaranteed debts. The remaining amount, if any, must be returned
to the Pledgor.


 




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24.        The
Pledgee has no obligation to compensate the Pledgor for any losses resulting from such exercise or disposition, except such resulting
from the Pledgee’s material fault.


 


Article XI Nature and Effectiveness
of the Pledge


 


25.        The
pledge hereunder is a continuous guarantee and will remain in full effect until the guaranteed debts have been repaid in full.
The effectiveness of this pledge will not be affected by any liquidation, M&A, spin-off, reorganization or other corporate
events or by any other arrangements regarding the guaranteed debts.


 


26.        The
pledge guarantee hereunder is independent of any other guarantee made by the Pledgor. The Pledgee has not obligation to exercise
any other guarantee or take other remedial measures before exercising its right hereunder.


 


Article XII Events of Breach


 


27.        Any
of the following events constitutes an event of breach:


 


The Borrower under the Master Contract
files for bankruptcy or dissolution;


The debts under the Master Contract
are due but have not been repaid;


The Borrower is involved in any
litigation with any third party and the court rules against the Borrower, resulting in its loss of ability to repay the debts,
interest and other fees;


Other events affecting the Pledgor’s
ability to repay the debts, interest and other fees;


Other events of breach set forth
in the Master Contract;


The Pledgor transfers, sells or
disposes of the Pledged Items or establish other encumbrances thereupon without prior authorization from the Pledgee;


The Pledgor’s representations
and warranties are deemed untrue or inaccurate;


The Pledged Items hereunder or
parts thereof are appropriated or seized, regardless of any compensation or lack thereof;


The Pledged Items hereunder or
parts thereof are no longer valid or the validity thereof is terminated or restricted for whatever reason;


The Pledgor ceases operation or
files, or is forced to file, for bankruptcy, liquidation or other procedures.


The occurrence of any major litigation,
arbitration or administrative procedures affecting the Pledgor or the Pledged Items;


The value of the Pledged Items
have materially decreased and the Pledgor fails to provide additional guarantee at the Pledgee’s request;


The fund company or affiliate companies
file, or are forced to file, for bankruptcy, liquidation or other procedures;


 




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The Pledgor amends, or agree to
amend, the charter or articles of incorporation of the affiliates without prior written approval from the Pledgee;


The Pledgor violates other obligations
hereunder, or there occurs other events that, in the Pledgee’s opinion, will have a material adverse effect on the Pledgee’s
rights hereunder.


 


28.        Upon
the occurrence of any of the above, the Pledgee has the right to:


 


Take remedial measures under the
Master Contract and hereunder;


Exercise its rights in accordance
with Article X herein;


Exercise other rights available
under other guarantee regarding the guaranteed debts.


 


Article XIII Taxes and Other Withholdings


 


29.        The
Pledgor must pay in full all taxes payable hereunder and must not make any offsets or deductions. If the Pledgor is required by
law to make such offsets, withholdings or deductions, the Pledgor must provide to the Pledgee the corresponding amount equal to
such offsets, withholdings or deductions.


 


Article XIV Others


 


30.        The
Pledgor must be responsible for all fees and expenses in connection with the execution and performance of this contract. However,
the Pledgor must also be responsible for all fees incurred by the Pledgee (including attorney fees, appraisal fees, registration
and maintenance fees and litigation cost) in the course of realizing the Pledgee’s rights.


 


31.        Without
prior consent from the Pledgee, the Pledgor shall not transfer all or part of his obligations hereunder.


 


32.        The
Pledgee may transfer all the guaranteed debts to a third party without obtaining the Pledgor’s consent; if the Pledgee’s
rights hereunder are also transferred, the Pledgor must complete the corresponding change registration procedures.


 


33.        After
this contract has become effective, if the Pledgor undertakes any spin-off or M&A, the surviving entity must assume its obligations
hereunder.


 


34.        If
the Pledgor pledges real estate to which the Pledgor does not have ownership right but which is legally occupied by the Pledgor,
the Pledgee will not be responsible for any compensation for losses resulting from the disposition of such property in ignorance
of such fact.


 




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35.         If
the Pledgor uses cash as security and transfer it to the Pledgee as guarantee, the Pledgee may use such cash as repayment for any
guaranteed debts if the Borrower fails to perform its repayment obligations.


 


36.         If
the Pledgor fails to hand over the Pledged Items on time in accordance with the provisions herein, the Pledgee may declare the
debts under the Master Contract due ahead of schedule and to demand that the Borrower repay all debts. And the Pledgor must be
responsible for any resulting loss suffered by the Pledgee.


 


37.         If
the Pledgee loses control of the Pledged Items due to any cause not attributable to the Pledgee, the Pledgor must assist the Pledgee
in its efforts to regain control; however such occurrence does not affect the Pledgor’s obligations to assume liability for
breach.


 


38.         If
the Pledged Items specified herein are not the same as the items actually handed over, then the property actually handed over must
be the Pledged Items.


 


39.         The
Pledgor must be responsible for any damage or harm caused to the Pledgee’s other assets due to any hidden defects of the
Pledged Items.


 


40.         The
effectiveness of the Pledgee’s right extends to the ancillaries of and yields from the Pledged Items.


 


41.         Upon
obtaining consent from the Pledgor, the Pledgee may use the Pledged Items in its control to establish pledge to a third party in
order to guarantee its own debts.


 


42.         If
the Pledgee has not been fully repaid after the end of the debt performance period, the Pledgee may continue to keep the Pledged
Items and use them to exercise its rights. The Pledged Items must be returned after the guaranteed debts have been fully repaid.


 


43.         Any
grace period, favorable treatment or extension granted by the Pledgee to the Pledgor shall not affect, damage or restrict any other
rights to which the Pledgee is entitled in accordance with the provisions herein and with the law and statutes, nor shall they
be considered a waiver by the Pledgee of its rights and interests hereunder or affect the Pledgor's responsibilities and obligations
hereunder.


 


44.         If,
at any time, any of the provisions herein becomes illegal, invalid or unenforceable in any aspect, the legality, validity or enforceability
of other provisions herein shall not be affected or diminished.


 


45.         The
Pledgee must have the first priority right to any insurance compensation or indemnification from the Pledged Items if the Pledged
Items are lost, damaged or appropriated.


 




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46.         All
notices or requests regarding this contract must be sent in writing to the addresses or fax numbers listed on the first page of
this contract. One party must notify the other party promptly of any changes of addresses or fax numbers. The documents sent by
one party to the other shall be considered to have been delivered if sent by courier, three days after its being sent if by registered
mail, and immediately if by fax.


 


Article XV Governing Law and Resolution
of Dispute


 


47.         This
contract is governed by the PRC law and must be interpreted accordingly.


 


48.         Any
dispute in connection with this contract must be settled through consultation; if consultation fails, the dispute should be submitted
to legal proceedings at the court where the Pledgee is located.


 


Article XVI Effectuation, Revision
and Dissolution of the Contract


 


49.         This
contract must be signed by the representatives of both parties before it can become effective.


 


50.         No
party can revise or dissolve this contract without authorization. Any revision or dissolution must be agreed to by both parties
in a signed written agreement.


 


51.         The
Pledgee must return the Pledged Items to the Pledgor and assist the Pledgor in processing the pledge dissolution procedures, at
the Borrower’s or the Pledgor’s cost, within 15 business days after the Borrower or the Pledgor has repaid in full
all the guaranteed debts and fulfilled other obligations hereunder or under other contracts.


 


Article XVII Attachments


 


52.         Other
matters not covered herein may be provided in a written agreement to be attached hereto. Such attachment is an inseparable part
hereof and has the same legal effect.


 


53.         The
List of the Pledged Items.


 




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Article XVIII Supplementary Provisions


 


54.         This
contract has to five copies, with one to the Pledgor, three to the Pledgee and one to the registration agency, and all have the
same legal effect.


 


55.         This
contract is executed on March 13, 2014 in Hohhot.


 


56.         The
parties hereto agree that this contract must be certified (optional provision; not applicable to this contract.)


 


Article XVIII Insurance of the Pledged
Items


 


57.         Before
the Borrower can use any credit services provided by the Pledgee in accordance with the Master Contract, the Pledgor must purchase
insurance on the Pledged Items at its own cost, and the insured amount must not be lower than the value of the Pledged Items.


 


58.         During
the effective period of this contract, the Pledgee must be the first beneficiary of all the insurance policies covering the Pledged
Items.


 


59.         During
the effective period of this contract, all the insurance policies covering the Pledged Items must be handed over to the Pledgee
for safekeeping.


 


60.         If
the Pledgor delays or fails to purchase insurance, the Pledgee has the right (but not the obligation) to purchase such insurance
on behalf of the Pledgor and the Pledgor must reimburse the Pledgee for the insurance cost.


 


61.         Before
the guaranteed debts have been repaid in full, the Pledgor must not cancel or change such insurance policies.


 


62.         Before
the guaranteed debts have been repaid in full, the Pledgor must pay all fees in connection with such insurance and renew such insurance
policies on time. If the Pledgor fails to do this, the Pledgee has the right (but not the obligation) to renew such insurance on
behalf of the Pledgor or in its own name to keep such insurance in effect. The Pledgor must be responsible for all the resulting
fees and such fees will become part of the guaranteed debts.


 


63.         The
term of such insurance must not be less than that of the credit facility under the Master Contract. If at the end of the pledge
period, the Pledgor and the Pledgee reach agreement to extend the term of the pledge, the Pledgor must extend correspondingly the
term of such insurance at the Pledgee’s request.


 


The Pledgor:               /seal/ Inner Mongolia Yongye Nongfeng Biotechnology
Co., Ltd.


Legal Representative:/seal/ SUN Xiaofeng


 




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	The Pledgee:	/seal/ China Everbright Bank Holdings. Co., Ltd., Hohhot Branch
	Authorized Agent:	/s/ [not legible]


 




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Appendix 1


List of the Pledged Items


 


	No.	Name	Quantity	Documents of Evidence	Unit Price	Total Price
	1	Invention Patent Certificate	1	
        Botanical Nutrient Solution Preparation Method

        ZL 20061013195.7
	 	¥9 Million
	2	Invention Patent Certificate	1	
        Animal Nutrient Solution Preparation Method

        ZL 200510118240.2
	 	¥9 Million


 




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