Loan Agreement

Exhibit 10.12

Loan Agreement

ST-100519-01191

This Loan Agreement (this “Agreement”) is entered into on the 2^nd day of April, 2010 in Pudong New Area, Shanghai by and between:

Party A: Xxxxxx Interactive Entertainment Limited

Registered Address: Century Yard, Cricket Square, Xxxxxxxx Drive, P.O. Box 2681 GT, Xxxxxx Town, Grand Cayman, British West Indies

Party B: Xxxxxx Literature Corporation

Registered Address: Cricket Square, Xxxxxxxx Drive, P.O. Box 2681, Grand Cayman, XX-0000, Xxxxxx Xxxxxxx, Xxxxxxx Xxxx Indies

Whereas, Party B needs to borrow money from Party A for developing its business and Party A agrees to extend a loan to Party B subject to the conditions set forth in this Agreement

NOW THEREFORE, both Parties, through friendly consultations, agree as follows:

Article 1   Party A agrees to extend to Party B a loan in U.S. dollars, the amount of which is to be the equivalent of Renminbi Seventy Million (RMB70,000,000), (calculated using the exchange rate between Renminbi and U.S. dollars on the date when Party A makes the payment of the loan). Party B will use the loan for the purpose of developing its business, and Party B shall not use the loan for any other purpose, otherwise Party A shall have the right to recall the loan early.

Article 2   The annual interest rate of the loan under this Agreement shall be 2.09%. The interest payable shall be paid in a lump sum on the date when the term of the loan expires.

Article 3   The term of the loan shall be 3 years, commencing from the date when the whole amount of the loan is transferred into Party B’s bank account.

Article 4   Party B shall, at the request of Party A, repay the loan in U.S dollars, the amount of which is to be the equivalent of Renminbi Seventy Million (RMB70,000,000)(calculated using the exchange rate between Renminbi and U.S. dollars on the date when the loan is repaid) together with all interest accrued therefrom, in a lump sum, within three working days of the expiration of the term of the loan.

Article 5   Party A is entitled to convert the loan into an investment amount to purchase a certain number of shares in Party B at any time when it thinks fit.

Article 6   Dispute Resolution

		This Agreement shall be governed by the laws of the People’s Republic of China. Any dispute arising out of this Agreement shall be settled through friendly negotiation by the Parties; if any dispute cannot be resolved through negotiation, both Parties agree to submit such dispute to the People’s Court of the place of execution of this Agreement.
Article 7		This Agreement is made in four counterparts with each of the Parties holding two counterparts, all of which shall have the same legal effect.

Party A: Xxxxxx Interactive Entertainment Limited

	Signed By:	/s/ Xxxxxx Xxxx
		Name:
		Title:	Chief Operating Officer
	Party B: Xxxxxx Literature Corporation
	Signed By:	/s/ Xxxxxxxxx Xxx
		Name:
		Title:	Chief Executive Officer