EXHIBIT 4.24
[Translated from Chinese original]
LOAN AGREEMENT
AMONG
FORTUNE SOFTWARE (BEIJING) CO. LTD.
XXXXX XXX
AND
FAN ZHENFEI
AUGUST 2007
BEIJING
LOAN AGREEMENT
The Loan Agreement (the "Agreement") is entered into as of August 21, 2007 among
the following parties in Beijing, the People's Republic of China (the "PRC"):
PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (the "Lender")
Address: Floor 9, Tower C, Corporate Square, Xx. 00 Xxxxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxxx, the People's Republic of China (the "PRC")
Legal Representative: Xxxx Xxxxxx
PARTY B: XXXXX XXX
Address: Xxxxx 0, Xxxxx X, Xxxxxxxxx Xxxxxx, Xx. 00 Financial Street, Xicheng
District, Beijing, the PRC
ID No.: 000000000000000000
Tel: 000-00000000
PARTY C: FAN ZHENFEI
Address: Xxxxx 0, Xxxxx X, Xxxxxxxxx Xxxxxx, Xx. 00 Financial Street, Xicheng
District, Beijing, the PRC
ID No. :000000000000000000
Tel: 000-00000000
Party B and Party C are collectively referred to as the "Borrowers".
Party A, Party B and Party C will each be referred to as a "Party" and
collectively referred to as the "Parties."
WHEREAS,
1. The Lender is a wholly foreign owned enterprise duly organized and validly
existing under the laws of the PRC.
2. The Borrowers desire to establish a company in the PRC ("New Company"), and
will collectively hold 100% equity interest in the Company.
3. The Borrowers desire to borrow loans from the Lender to invest in the New
Company, and the Lender agrees to provide such loans to Borrowers.
THEREFORE, in accordance with the principle of sincere cooperation, mutual
benefit and joint development, through friendly negotiation, the Parties hereby
enter into the following agreements pursuant to relevant PRC laws and
regulations.
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ARTICLE 1. AMOUNT AND PURPOSE
1.1 Loan Amount: the Lender agrees to provide a loan from its self-owned fund to
Party B and Party with the amount of RMB 550,000, and RMB 450,000 respectively.
1.2 Purpose of the Loan: the Borrowers shall only use the Loan hereunder to
establish the New Company as registered capital. Without the prior written
consent of the Lender, the Borrowers shall not use such Loan for any other
purpose, or pledge their equity interests in the New Company to any other third
party.
ARTICLE 2. PAYMENT FOR THE LOAN
2.1 Payment Notice: the Lender shall deposit the loan amount to the following
accounts designated by the Borrowers within ten days after the execution of this
Agreement:
Party B: Bank of deposit: Bank of Communication, Beijing Branch
Account Name: Xxxxx Xxx
Account No.: 6222 6009 1002 0808 945
Party C: Bank of deposit: CITIC Bank
Account Name: Fan Zhenfie
Account No.: 0000 0000 0000 0000
ARTICLE 3. TERM, REPAYMENT AND INTEREST OF THE LOAN
3.1 The term of the loan shall be 10 years and may be renewed pursuant to the
agreement between the Parties ("Term"). Notwithstanding the foregoing, in the
following circumstances, the Borrowers shall repay the Loan regardless if the
Term has expired:
(1) The Borrowers deceases or becomes a person without legal capacity or
with limited legal capacity;
(2) The Borrowers commit a crime or are involved in a criminal act; or
(3) The Lender or its designated assignee can legally purchase the
Borrowers' shares in the New Company under the PRC law and the Lender
chooses to do so.
3.2 The Borrowers can repay the Loan by transferring all of their equity
interests in the New Company to the Lender or a third party designated by the
Lender when such transfer is permitted under the PRC law. In the event (1) the
Borrowers transfer all of their equity interests in the New Company to the
Lender or a third party designated by the Lender when such transfer is permitted
under the PRC law, or (2) the Borrowers receive dividends from the New Company,
the Borrowers shall deposit all the funds or dividends obtained from such
transfer or the New Company, as the case may be, to the account designated by
the Lender (no matter such amount is higher or less than the principal amount of
the Loan).
3.3 The Lender and the Borrowers hereby jointly agree and confirm that the
Lender, has the right to, but has no obligation to, purchase or designate a
third party (legal person or natural person) to purchase all or part of
Borrower's interest in the New Company at a price equal to the amount of the
Loan when such purchase is allowed under the PRC law. If Lender or the third
party assignee designated by Lender only purchases part of Borrower's interest
in the New Company, the purchase price shall be reduced on a pro rata basis.
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3.4 In the event when the Borrowers transfer their interest in the New Company
to the Lender or a third party transferee designated by Lender, (i) if the total
of (1) the actual transfer price paid by Lender or the third party transferee
and (2) the dividends obtained from the New Company by the Lender (if
applicable) equals or is less than the principal amount of the Loan, the Loan
shall be deemed as interest free; (ii) if the total of (1) the actual transfer
price paid by Lender or the third party transferee and (2) the dividends
obtained from the New Company by the Lender (if applicable) is higher than the
principal amount of the Loan, the amount exceeding the principal amount of the
Loan shall be deemed as an interest accrued on the Loan and paid by Borrowers to
Lender in full.
ARTICLE 4. CONFIDENTIALITY
The Parties acknowledge and confirm that any oral or written materials
concerning this Agreement exchanged between them are confidential information.
The Parties shall protect and maintain the confidentiality of all such
confidential data and information and shall not disclose to any third party
without the other party's written consent, except (a) the data or information
that was in the public domain or later becomes published or generally known to
the public, provided that it is not released by the receiving party, (b) the
data or information that shall be disclosed pursuant to applicable laws or
regulations, and (c) the data or information that shall be disclosed to One
Party's legal counsel or financial counsel who shall also bear the obligation of
maintaining the confidentiality similar to the obligations hereof. The undue
disclosing of the confidential data or information of One Party's legal counsel
or financial counsel shall be deemed the undue disclosing of such party who
shall take on the liability of breach of this Agreement.
ARTICLE 5. DISPUTE RESOLUTION
5.1 The execution, validity, interpretation, performance, implementation,
termination and settlement of disputes of this Agreement shall be governed by
the laws of the PRC.
5.2 Any dispute arising from or in connection with this Agreement shall be
settled through friendly negotiation. If the parties fail to make any written
agreement within thirty days after consultation, such dispute will be submitted
(by the Lender or the Borrowers) to the China International Economic and Trade
Arbitration Commission ("CIETAC") in accordance with its arbitration
rules/procedures. The arbitration shall commence from the date of filing. The
tribunal will be composed of one (1) arbitrator appointed by the chairman of
CIETAC. The arbitration shall be final and bind the Parties. Unless otherwise
stipulated by the arbitrator, the arbitration fee (including reasonable attorney
fees and attorney expenses) shall be borne by the losing party.
ARTICLE 6. EFFECTIVENESS
6.1 This Agreement shall become effective after the execution of the Parties.
The Agreement can be terminated by one Party through sending a written notice to
the other Parties thirty days prior to the termination. Otherwise any Party
shall not terminate this Agreement unilaterally without the mutual agreement of
the Parties.
ARTICLE 7. AMENDMENT
7.1 Upon the effectiveness of the agreement, the parties shall fully perform the
agreement. Any modifications of the agreement shall only be effective in written
form through consultations of the parties. Any modification and supplementary to
this Agreement after signed by both Parties, become an integral part of this
Agreement, and has the same legal force with this Agreement.
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ARTICLE 8.MISCELLANEOUS
8.1 The headings of articles herein are provided for the purpose of reference.
Such headings shall in no event be used or affected interpretations of the terms
herein.
8.2 Matters not covered in the agreement shall be dealt with in a supplementary
agreement, and annexed hereto. The supplementary agreement shall be an integral
part of this Agreement and have the same legal force as the agreement.
8.3 Any provision of this Agreement that is invalid or unenforceable shall not
affect the validity and enforceability of any other provisions hereof.
8.4 The agreement is executed in three original copies, and are equally
authentic. Each party hereto shall hold one copy.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
and year first hereinabove set forth.
Party A:
FORTUNE SOFTWARE CO., LTD
-------------------------
Seal
Authorized Representative:
Party B:
XXXXX XXX
-------------------------
(signature)
PARTY C: FAN ZHENFI
-------------------------
(signature)
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