Loan Agreement
Exhibit
4.20
Loan
Contract
This Loan
Agreement (hereinafter referred to as this “Agreement”) is entered into on
this 1st day of
July, 2008 in Pudong New Area, Shanghai by and between:
Shengqu Information Technology
(Shanghai) Co., Ltd. (hereinafter referred to as “Shengqu”), a limited liability
company incorporated and existing in accordance with the laws of the People's
Republic of China (hereinafter referred to as the “PRC”) with its
principal business address at Xx. 000 Xxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx;
and
Xxxxx Xxxx-xxxx (hereinafter
referred to as the “Holding
Employee”), a Chinese citizen with the ID Card No.: [XXX], whose residence locates at
[XXX];
Shengqu
and the Holding Employee may collectively be referred to as the “Parties” and,
individually, as the “Party”.
Whereas,
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1.
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Shanghai
Xxxxxx Networking Co., Ltd.
(hereinafter referred to as “Xxxxxx”) has entered into the Loan
Agreement with Holding Employee on August 10, 2004, according to which the Holding Employee has borrowed RMB
4,644,000 (Say: RMB four million and six hundred and forty-four thousand) from Xxxxxx for
paying the
transferred Share of
Shanghai Shulong Technology Development Co., Ltd. (hereinafter referred to
as “Shanghai
Shulong”) and the increase capital, and then
the Holding Employee holds 51.4% Share of Shanghai Shulong.
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2.
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The Holding Employee does not have
enough capitals to repay all loans given by
Xxxxxx, so he has
applied to Shengqu for loan, and Shengqu has agreed to loan
money to
him.
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3.
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Subject
to the Share Disposition Agreement (hereinafter referred to as “Share Disposition Agreement”) dated on
July 01, 2008 by and between Shengqu and the Holding Employee, Shengqu or
a third party designated by it has an exclusive option to obtain all Share
held by the Holding Employee in Shanghai Shulong at any
time.
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NOW THEREFORE, the Parties
have reached the following terms and conditions in respect of the Loan through
friendly negotiation, on the principles of sincere cooperation, equal footing,
mutual benefits and development, in accordance with the Company Law of the PRC
and other laws and regulations.
Loan
Contract
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1.
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Type of Loan: Cash
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2.
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Purpose of Loan: Personal
Borrowing
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3.
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Loan Amount: RMB4,644,000
(Say: RMB four million and six hundred and forty-four
thousand)
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The Parties have confirmed that Shengqu has given,
and the Holding Employee has received the said Loan.
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4.
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Loan Interest: Zero
Interest
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5.
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Loan
Term
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From July
01, 2008
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6.
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Purpose of
Loan
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The Holding Employee shall not use the
Loan for any other purpose
rather than for paying the transferred Share.
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7.
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Repayment of
Loan
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The Holding Employee can only be
released from the repayment of the Loan after the Parties perform the Share Disposition Agreement
in full. Without the prior written consents of
Shengqu, the Holding
Employee shall not repay the Loan in whole or part to Shengqu prior to the
maturity day.
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8.
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Statements and
Warranties
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The Holding Employee shall warrant that
he is not the director or executive officer of Xxxxxx Interactive Entertainment
Limited, an affiliate of Shengqu.
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9.
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Liability for Breach of
Agreement
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In case
the Holding Employee fails to use the Loan subject to the agreed purpose,
Shengqu is entitled to withdraw the Loan in whole or part.
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10.
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Dispute
Resolution
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10.1
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Any
dispute arising out of the performance of this Agreement shall be settled
through friendly negotiation by the Parties; if not reached, such dispute
may be submitted for arbitration.
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Loan
Contract
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10.2
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Any such dispute shall be referred
to the China International Economic and Trade Arbitration Commission Shanghai Commission
(“CIETACSC”) according to the Rules of
CIETACSC in force for the time being. Such arbitration shall be carried
out in Shanghai.
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10.3
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The awards given by CIETACSC are
final and binding upon the Parties. The arbitration costs
(including but not
limited to arbitration charges and attorney's fees) shall be borne by the
losing Party, unless otherwise specified in
the given awards.
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11.
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Miscellaneous
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11.1
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Any
Party shall not amend or terminate this Agreement at its own discretions,
unless otherwise any amendment or termination of this Agreement is allowed
by the laws and regulations. When any Party demands amending or
terminating this Agreement in accordance with the laws and regulations, it
shall inform the other Party of its demand in writing in time, and the
Parties shall negotiate on and agree on any such amendment or termination
in writing.
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11.2
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Anything
not covered herein shall be made in a supplementary agreement upon the
negotiation of the Parties. Such supplementary agreement shall have the
same force and effect with this
Agreement.
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11.3
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This
Agreement is made in two (2) counterparts with Shengqu and the Holding
Employee holding one (1)
counterpart.
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Loan
Contract
[Signature
Page Follow]
IN WITNESS WHEREOF, the
Parties have duly caused their authorized representatives to enter into this
Agreement as of the day and year first above written.
Shengqu
Shengqu
Information Technology (Shanghai) Co., Ltd. (Seal)
Authorized
Representative:
Name:
Holding
Employee
Signed
by:
Name:
Xxxxx Xxxx-xxxx
