Loan Agreement
This loan
agreement (the “Agreeement”) in entered in by
and between the following two Parties on 7th July,
2010.
Borrower: [Moqizone] Holdings
Limited (the “Lender”), a limited liability
company incorporated under the laws of Cayman Islands with the business address
at 7A-D Hong Kong Industrial Building, 000-000 Xxx Xxxxx Xxxx Xxxx, Xxxx Xxxx;
and
Lender: Smart Lead Enterprises
Limited, a limited liability company incorporated under the laws of
British Virgin Islands with the address at X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx,
Xxxxxxx Xxxxxx Xxxxxxx.
Each of
the Lender and the Borrower shall be hereinafter referred to as a “Party”
respectively, and as the “Parties” collectively.
Whereas:
The
Borrower and the Lender entered into a Share Transfer Agreement (the “Share Transfer Agreement”).
The Borrower acquired 51% shares in Viva Red Company Limited (“Viva Red”), a limited
liability company incorporated under the laws of British Virgin Islands, and
shall pay US$490,000 in cash as the first installment of the share transfer
price to the Lender after the fulfillment of the conditions provided in the
Share Transfer Agreement. The Lender agrees to lend the said amount of money to
the Borrwoer for the operation of Viva Red. The Agreement is hereby entered
into.
The
Parties hereby reach the following agreemtns after friendly
consultation.
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1.
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Loan
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1.1
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In
accordance with the terms and conditions of this Agreement, Lender agrees
to provide a loan in the amount of US$490,000 (the “Loan”) to the
Borrower. The term of the Loan shall be 2 years from the date of this
Agreement, which may be extended upon mutual written consent of the
Parties. The Lender shall not request advanced repayment without the prior
written consent of the
Borrower.
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1.2
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Lender
agrees to adopt the RMB to US dollar exchange rate of the date of the
Aagreement as the settlement exchange rate, which is RMB6.8010 per US$.
Therefore, the Loan is RMB 3,332,490. Borrower shall repay the Loan in
Renminbi.
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1.3
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Borrower
agrees that from the month in which the Loan is effective, Borrower shall
pay at the end of each month the annual fund management fee at 8% which is
allocated equally to 12
monthes.
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1.4
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The
Loan hereunder shall be wired to the account of the Borrower or Viva Red
as stipulated in the Share Transfer
Agreement.
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1
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2.
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Use of The
Loan
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The Loan
hereunder shall be used compeleted as the working capital for Viva Red’s normal
business operation. The Loan shall not be used for other purposes without the
Lender’s prior written consent, including without limitation the loan to any
third party, long-term investment and speculation, etc.
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3
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Representations and
Warranties
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3.1
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Between
the date of this Agreement and the full performance of this Agreement,
Lender represents and warranties to the Borrower as the
following:
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3.1.1
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Lender
is duly organized and validly existing under the laws of British Virgin
Islands.
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3.1.2
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Lender
has the legal capacity to execute and perform this Agreement. The
execution and performance by Borrower of this Agreement is consistent with
the provisions of Borrower's corporate bylaws and other organizational
documents, and Borrower has obtained all necessary and proper approvals
and authorizations for the execution and performance of this
Agreement.
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3.1.3
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This
Agreement constitutes Lender's legal, valid and binding obligations,
enforceable in accordance with its terms;
and
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3.1.4
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There
are no disputes, litigations, arbitrations, administrative proceedings or
any other legal proceedings relating to Lender, nor are there any
potential disputes, litigations, arbitrations, administrative proceedings
or any other legal proceedings relating to
Lender.
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3.2
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Between
the date of this Agreement and the complete fuifillment of this Agreement,
the Borrower represents and warranteis to the Lender as the
following:
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3.2.1
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Borrower
is duly organized and validly existing under the laws of [Cayman]
Islands;
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3.2.2
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Borrower
has the legal capacity to execute and perform this Agreement. The
execution and performance by Lender of this Agreement is consistent with
the provisions of Borrower's corporate bylaws and other organizational
documents, and Borrower has obtained all necessary and proper approvals
and authorizations for the execution and performance of this Agreement.
and
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3.2.3
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This
Agreement constitutes Borrower's legal, valid and binding obligations,
enforceable in accordance with its terms;
and
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3.2.4
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There
are no disputes, litigations, arbitrations, administrative proceedings or
any other legal proceedings relating to Lender, nor are there any
potential disputes, litigations, arbitrations, administrative proceedings
or any other legal proceedings relating to
Borrower.
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2
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4
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Liability
for Default
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4.1
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In
the event either Party breaches this Agreement or otherwise causes the
non-performance of this Agreement in part or in whole, the Party shall be
liable for such breach and shall compensate all damages (including
litigation and attorneys fees) resulting therefrom. In the event that both
Parties breach this Agreement, each Party shall be liable for its
respective breach.
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4.2
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This
Agreement shall be terminated upon the occurance of the following: the
Parties mutually agree to terminat this Agreement in writing and the
Borrower grants prior written consent to such termination of this
Agreement.
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5
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Notices
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5.1
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All
notices and other communications required or permitted to be given
pursuant to this Agreement shall be delivered personally or sent by
registered mail, by a commercial courier service or by facsimile
transmission to the address of such Party set forth below. The
dates on which notices shall be deemed to have been effectively given
shall be determined as follows: (1) notices given by personal delivery, by
courier service or by registered mail shall be deemed effectively given on
the date of receipt or refusal; and (2) notices given by facsimile
transmission shall be deemed effectively given on the date of successful
transmission (as evidenced by an automatically generated confirmation of
transmission).
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5.2
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For
the purpose of notices, the addresses of the Parties are as follow：
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Borrower:
[Moqizone] Holdings Limited
Address:
7A-D Hong Kong Industrial Xxxxxxxx, 000-000 Xxx Xxxxx Xxxx Xxxx, Xxxx
Xxxx.
Tel:
(000) 00000000
Fax: (000)
00000000
Attention:
Xxxxxxxx Xxxxxx/Xxxxxxxx Xxxx
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Lender:
Smart Lead Enterprises Limited
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Address: 0X,
Xxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Tsim sha tsui, Kowloon, Hong
Kong
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Attention:
Shi Sha Li
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Tel: (000)
00000000
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Fax:
(000) 00000000
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5.3
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Any
Party may at any time change its address for notices by a notice delivered
to the other Party in accordance with the terms
hereof.
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6
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Confidentiality
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Each of
the Parties shall not disclose the content and existence of the Agreement to any
employee who has no direct relationship with this Ageement or any third party,
or make any oral and/ or written publication or statement and/or provide any
information without the other Party’s prior written consent. This provision
shall be binding at any time. In the event either Party breaches this provision,
the breaching Party shall be liable for such breach and shall compensate all
damages (including litigation and attorneys fees) resulting therefrom to the
other Party.
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7
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Governing Law and
Resolution of Disputes
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7.1
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The
execution, effectiveness, construction and performance of this Agreement
shall be governed by the laws of Hong Kong Special Administration
Region.
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7.2
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In
the event of any dispute with respect to the construction and performance
of this Agreement, the Parties shall first resolve the dispute through
good faith negotiations. In the event the Parties fail to reach an
agreement on the dispute within 30 days after either Party's request to
the other Party for resolution of the dispute through negotiations, either
Party may submit the relevant dispute to the Hong Kong International
Arbitration Center for arbitration, in accordance with its Arbitration
Rules. The arbitration shall be conducted in Hong Kong, and the language
used in arbitration shall be Chinese. The arbitration award shall be final
and binding on all Parties.
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8
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Miscellaneous
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8.1
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This
Agreement shall become effective on the date thereof, and shall expire
upon the date of full performance by the Parties of their respective
obligations under this
Agreement.
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8.2
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The
fees asring out of the negociations and performance of all of the matters
in connection with this Agreement and those matters comtemplated hereunder
shall be borne respectively by the Parties, which include without
limitation the legal fees, accouting fees, financial fees, consultancy
fees, agent fees, government fees and all other
expenses.
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8.3
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This
Agreement shall be written in both Chinese and English language in two
copies, each Party having one copy with equal legal
validity.
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8.4
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This
Agreement may be amended or supplemented through written agreement by and
between the Parties. Such written amendment agreement and/or supplementary
agreement executed by and between Lender and Borrower are an integral part
of this Agreement, and shall have the same legal validity as this
Agreement. This Agreement shall not be amend in any way without the prior
written consent of the Borrower and each of the Parties shal not assign
any of its rights or obligations hereunder to any third Party or make any
other disposal of ts rights or obligations
hereunder.
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8.5
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In
the event that one or several of the provisions of this Agreement are
found to be invalid, illegal or unenforceable in any aspect in accordance
with any laws or regulations, the validity, legality or enforceability of
the remaining provisions of this Agreement shall not be affected or
compromised in any respect. The Parties shall strive in good faith to
replace such invalid, illegal or unenforceable provisions with effective
provisions that accomplish to the greatest extent permitted by law the
intentions of the Parties, and the economic effect of such effective
provisions shall be as close as possible to the economic effect of those
invalid, illegal or unenforceable
provisions.
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4
[Signature
page follows]
5
This Loan
Agreement is executed by the following Parties as of the date first above
written
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Borrower:
Smart Lead Enterprises Limited
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Lender:
[Moqizone] Holdings Limited
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Sign By：
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Sign by：
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Name：
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Name：
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Title：
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Title：
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