Exhibit
4.46


 


Administrative
Consultant Services Agreement


 


This Agreement is made
on the 1st day of January 2019 (the “Effective Date”), between the following parties (collectively,
the “Parties”):


 


Party A: APTUS MANAGEMENT LIMITED (or
the “Company”)


Registered office: 17/F.,
Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong


 


Party B: AENEAS MANAGEMENT LIMITED (or
the “Services Provider”)


Registered office: 17/F.,
Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong


 


Background:


 


The Company and the Services
Provider wish to enter into a documentation and administrative services arrangement on the following terms and conditions.


 


NOW, THEREFORE, the Parties
agree as follows:


 


1. Service Scope


 


The Services Provider
is enlisted to, through its affiliated companies, to provide certain business and financial services, including but not limited
to, advising upon, conducting due diligence, researching, analyzing, and maintaining ongoing information flow in relation to the
Company’s market competition, sector developments, industry trends, new technology developments, customer and market needs,
with the purpose of streamlining the Company and its affiliated group companies, to better engage in its core business segments
competitively and efficiently, as well as to potentially discover new business activities to engage in (the “Services”).


 


The Services Provider
in the course of delivering such Services, may engage in activities including but not limited to, the generation and maintenance
of financial models, competitor analysis, market studies, and research reports, producing internal projections and best-effort
estimates where relevant, engaging in the consultation of industry professionals and expert networks when deemed suitable, verification
of business and revenue models, and a broad range of administration support in relation to the delivery of the Services.


 


The Services Provider
is expected to deliver the said Services and maintain ongoing dialogue with representatives of the Company and its affiliated group
companies, throughout the Duration of this Agreement, as well as the Duration of any renewal period to the Agreement to be mutually
agreed in writing between the Services Provider and the Company at a subsequent date.


 


2. Service Fees &
Payment 


 


Service fees


The Company hereby agrees
to pay the Services Provider a monthly service fee of HK$452,000 not later than 25th day of each month.


 




     


     


    

 


Administrative
Consultant Services Agreement


 


Payment Methods:


 


	1.	By
    cheque:	A)
    send us a cheque payable to “Aeneas Management Limited” 
	 	 	B)
    or you can deposit the cheque directly to DBS Bank account number [ ]and scan the receipt to us (email: [ ])


 


	2.	By
    bank transfer:	 
	 	Name
    of account:	Aeneas
    Management Limited
	 	Bank:	DBS
    Bank (Hong Kong) Limited
	 	SWIFT:	[
                                         ]




	 	Bank
    Code:	[
                                         ]




	 	Branch
    Code:	[
                                         ]




	 	HKD
    S/A	[
                                         ]






 


3. Duration / Termination



 


This Agreement shall
commence on the Commencement Date and, subject to the remaining terms of this Agreement shall terminate upon December 31, 2019.


 


Services may be terminated
by either party by giving the other party a written notice three months in advance.


 


4. Relationship of
the Parties


 


Party B undertakes and
agrees with Party A as follows: It shall not, without Party A’s prior written consent, disclose any information relating
to this Agreement including without limitation the provisions hereof, to any third party and shall prevent any unauthorized publication
or disclosure of the same, except as expressly provided for in this Agreement;


 


5. Severability


 


The provisions of this
Agreement are independent of and severable from each other. If any provision, or part thereof, is found to be invalid or unenforceable
for any reason that provision, or part, shall be deemed modified to the extent necessary to make it valid and operative and in
a manner most closely representing the intention of the Parties as expressed herein, or if it cannot be so modified, then eliminated,
and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid
part so modified or eliminated.


 


6. Governing Law


 


This Agreement shall
be governed by the law of the Hong Kong Special Administrative Region. All disputes arising out of or in connection with this Agreement
shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed
in accordance with the said Rules. The place of arbitration shall be in Hong Kong.


 




     


     


    

 


Administrative
Consultant Services Agreement


 


The undersigned hereby
agrees to adhere to the aforementioned terms of this Agreement commencing on the Effective Date.


 


Party A:


For and on behalf of
APTUS MANAGEMENT LIMITED 


 


	 	 
	EXECUTED BY	 
	Authorised Person	 


 


Party B:


For and on behalf of AENEAS
MANAGEMENT LIMITED


 


	 	 
	EXECUTED BY	 
	Authorized Person