ZHOU XIN and SHANGHAI TIAN ZHUO ADVERTISING CO., LTD. LOAN AGREEMENT September 8, 2008
This Loan Agreement (hereinafter, this “Agreement”) is entered into in Shanghai as of September 8,
2008 by and between the following Parties:
| 1. | Xxxx Xxx, a PRC citizen (identity card number: ) (the “Lender”) |
|
| 2. | Shanghai Xxxx Xxxx Advertising Co., Ltd., a limited liability company incorporated in
accordance with the PRC laws, with its legal address at Xxxx 000, Xxxxxxxx 0, Xx. 00 Xxxxxxxx
Xxxx, Xxxxxxxx Town, Jinshan District, Shanghai (the “Borrower”). |
(In this Agreement, each of the above parties shall be hereinafter referred to individually as a
“Party” and collectively as the “Parties”.)
Whereas:
| (1) | The Lender is the sole existing shareholder of the Borrower. |
|
| (2) | The Lender intends to provide shareholder loan to the Borrower to be used for the funds
necessary for acquisition of one hundred percent (100%) equity in Guangzhou Integrated
Residential Building Industry Facility Co., Ltd. (“Integrated Residential”). Therefore, the
Borrower has obtained necessary capital support from the Lender. |
|
| (3) | In order to define the rights and obligations of the Borrower and the Lender under relevant
loan arrangements, the Parties hereby agree as follows: |
Article 1 Definitions
| 1.1 | In this Agreement: |
“Debt” means the amount of loan which has not been repaid;
“Effective Date” means the date on which this Agreement is duly executed by the Parties
hereto;
“Loan” means the loan in Renminbi provided by the Lender to the Borrower;
“PRC” means the People’s Republic of China, for the purpose of this Agreement
excluding Hong Kong, Macau and Taiwan.
2
“Repayment Notice” has the meaning as provided in Article 4.1;
“Repayment Application” has the meaning as provided in Article 4.2;
“Rights” has the meaning as provided in Article 9.5.
| 1.2 | Any term referred to herein shall have the following meanings: |
|
“Article” shall, unless the context otherwise requires, be construed
as a reference to a clause of this Agreement; |
||
“Tax” shall be construed so as to include any tax, levy, impost or
other charge of a similar nature (including, without limitation, any
penalty or interest payable in connection with any failure to pay or
any delay in paying any of the same); and |
||
The “Lender” and the “Borrower” shall be construed so as to include
their successors and assignees as permitted by the Parties based on
their respective interests. |
||
| 1.3 | Unless the context otherwise requires, any reference herein to this Agreement or any
agreement or document shall be construed as including this Agreement or, as the case may be,
such other agreement or document as may be from time to time, or have been amended, varied,
substituted or supplemented. |
|
| 1.4 | The headings are for reference only. |
|
| 1.5 | Unless the context otherwise requires, the plural form herein shall include the singular form
and vice versa. |
Article 2 Amount and Interest Rate of Loan
| 2.1 | The Parties hereby agrees that the principal of the Loan provided to the Borrower by the
Lender hereunder amounts to one million Renminbi (RMB1,000,000). |
|
| 2.2 | The interest rate of the Loan hereunder is null, i.e., no interest shall be collected. |
Article 3 Use of Loan
The Borrower shall use the Loan hereunder only for acquisition of one hundred percent (100%) equity
in Integrated Residential.
Article 4 Repayment
| 4.1 | The Lender may, at its sole discretion, deliver a repayment notice (“Repayment Notice”)
thirty (30) days in advance to the Borrower at any time demanding the
Borrower to repay the Debt in full or in part. |
3
| 4.2 | The Borrower may at any time serve a repayment application (“Repayment Application”) thirty
(30) days in advance to the Lender applying for repayment of the Debt in full or in part. |
|
| 4.3 | Upon the expiration of the thirty-day period provided for in the Repayment Notice or the
Repayment Application, the Borrower required to repay the Debt or applying for repayment of
the Debt shall make repayment in cash, or in such other manner as determined by the Lender in
accordance with applicable laws and regulations. |
Article 5 Taxes
All Taxes that may incur in connection with the Loan shall be borne by the Lender.
Article 6 Confidentiality
| 6.1 | Regardless of the termination of this Agreement, the Borrower shall be obliged to keep in
confidence the following information (hereinafter collectively the “Confidential
Information”): (i) the execution, performance and the contents of this Agreement; (ii) the
business secret, proprietary information and customer information of the Lender known to or
received by the Borrower in connection with the execution and performance of this Agreement.
The Borrower is only entitled to use such Confidential Information for the performance of its
obligations hereunder. The Borrower shall not disclose the above Confidential Information to
any third party without the written permission of the Lender; otherwise it shall be liable to
the default liability and indemnify the losses of the Lender. |
|
| 6.2 | Upon termination of this Agreement, the Borrower shall, upon request by the Lender, return,
destroy or otherwise dispose of all the documents, materials or software containing the
Confidential Information and stop using such Confidential Information. |
|
| 6.3 | Notwithstanding any other provisions herein, the validity of this Article 6 shall survive the
suspension or termination of this Agreement. |
Article 7 Notices
| 7.1 | Any notice, request, demand and other correspondence required by or made in accordance with
this Agreement shall be in writing and delivered to the relevant Party. |
4
| 7.2 | Any of the aforementioned notices or other correspondence shall be deemed to have been
delivered upon delivery when it is transmitted by facsimile or telex; or upon handover to the
receiver when it is delivered in person, or on the fifth (5) day after posting when it is
delivered by mail. |
Article 8 Liability for Breach of Contract
| 8.1 | The Borrower undertakes to hold the Lender harmless and indemnify the Lender against any
actions, charges, claims, costs, damages, demands, expenses, liabilities, losses and
proceedings which the Lender may suffer or subject to as a result of any default by the
Borrower of its obligations hereunder. |
| 8.2 | Notwithstanding any other provisions herein, the validity of this Article shall survive the
suspension or termination of this Agreement. |
Article 9 Miscellaneous
| 9.1 | This Agreement is made in Chinese in ( ) originals with each Party hereto
holding. |
| 9.2 | The execution, effectiveness, performance, amendment, interpretation and termination of this
Agreement shall be governed by PRC laws. |
| 9.3 | Any dispute arising hereunder and in connection herewith shall be settled through
consultations between the Parties, and if no agreement regarding such dispute can be reached
within thirty (30) days upon its occurrence, such dispute shall be submitted to the Shanghai
Sub-commission of China International Economic and Trade Arbitration Commission for
arbitration in Shanghai in accordance with the arbitration rules thereof, and the arbitration
award shall be final and binding on both Parties. |
| 9.4 | Any rights, powers and remedies entitled to the Parties by any provisions herein shall not
preclude any other rights, powers and remedies entitled to such Party in accordance with the
laws and other provisions under this Agreement, and the exercise of its rights, powers and
remedies by a Party shall not preclude its exercise of its other rights, powers and remedies. |
| 9.5 | No failure or delay by a Party to exercise any of its rights, powers and remedies hereunder
or in accordance with the laws (hereinafter, the “Rights”) shall be construed as a waiver of
such Rights, and the waiver of any single or partial Rights shall not preclude its exercise of
such Rights in any other way and its exercise of other Rights. |
5
| 9.6 | The headings of each article herein are for reference only, and in no circumstances shall
such headings be used in or affect the interpretation of the provisions hereof. |
| 9.7 | Each provision contained herein shall be severable from and independent of other provisions,
and if at any time one or more articles herein are held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of other provisions herein shall not
be affected as a result thereof. |
| 9.8 | Any amendments or supplements to this Agreement shall be in writing and shall become
effective upon the due execution by the Parties hereto. |
| 9.9 | The Borrower shall not assign any of its rights and/or obligations hereunder to any third
party without the prior written consent from the Lender, and the Lender is entitled to assign
any of its rights and/or obligations hereunder to any of its designated third parties upon
notice to the other Party. |
|
| 9.10 | This Agreement shall be binding on the legal successors of the Parties. |
[The following is intentionally left blank]
6
[Execution Page]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date and in the
place first set forth above.
Xxxx Xxx |
||||
Signature:
|
/s/ Xxxx Xxx | |||
Shanghai Xxxx Xxxx Advertising Co., Ltd.
(Company chop)
(Company chop)
Signature:
|
/s/ Shanghai Xxxx Xxxx Advertising Co., Ltd.
|
|||
| Position: |
7
