Loan Agreement
Exhibit
4.19
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
Xxxx Xxxx-xu (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 hereafter collectively be referred to as the “ Parties” and, individually,
as the “Party”.
Whereas,
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1.
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The
Holding Employee has entered into the Share Transfer Agreement
(hereinafter referred to as the “Share Transfer
Agreement”) with Shanghai Xxxxxx
Networking Co., Ltd. (hereinafter referred to as
“Xxxxxx”) on May 26, 2008, according to
which 48.6% Share held by Xxxxxx in Shanghai Shulong Technology
Development
Co., Ltd.
(hereinafter referred to as “Shanghai
Shulong”) will be transferred to the
Holding Employee. For
this purpose, the Holding Employee shall pay the consideration for the
transferred Share valued with RMB 6,150,000 (Say: RMB six million
and one hundred and fifty thousand) to
Xxxxxx.
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2.
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The Holding Employee does not have enough capitals
to pay the said
consideration, so she has applied to Shengqu for
loan, and Shengqu has agreed to loan money to her.
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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
1
Loan
Contract
Company Law of the PRC and
other laws and regulations.
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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: RMB 6,150,000
(Say: RMB six million and one hundred and fifty
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 she 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 the
event that 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
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2
Loan
Contract
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dispute
may be submitted for arbitration;
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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 on a timely basis,
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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3
Loan
Contract
[Signature
Page Follow]
IN WITNESS WHEREOF, the
Parties have caused their authorized representatives to enter into this
Agreement as of the date and year first above written.
Shengqu
Shengqu
Information Technology (Shanghai) Co., Ltd. (Seal)
Authorized
Representative: __________
Name:
___________________________
Holding
Employee
Signed
by:
Name:
Xxxx Xxxx-xu
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