Exhibit 10.17
DATED AS OF 25/th/ November 2002
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WANG XXX XXXX
- and -
SHENZHEN FREENET INFORMATION TECHNOLOGY COMPANY LIMITED
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LOAN AGREEMENT
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THIS AGREEMENT is made as of the 25/th/ day of November 2002
BETWEEN:
(1) WANG XXX XXXX, holder of People's Republic of China identity card numbered
530102640117079, whose residence is at 3rd Floor, Block 10, 00 Xxxxxxxxx
Xxxxx, Xxxxxxx Xxx, Xxxx Xxxx ("Lender"); and
(2) SHENZHEN FREENET INFORMATION TECHNOLOGY COMPANY LIMITED, a limited
liability company established in the People's Republic of China whose legal
address is at Xxxx 000, Xxxxx 0, Xxxxxx Xxxxxx, Xxxxx Xxxx 2, Futian
District, Shenzhen, the People's Republic of China ("Borrower").
WHEREAS the Lender has agreed to make available to the Borrower a loan facility
upon the terms and subject to the conditions as hereinafter set out.
IT IS HEREBY AGREED as follows:
1. INTERPRETATION
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1.1 In this Agreement, the following expressions shall have the following
meanings, unless the context requires otherwise:
"Advance" the principal amount advanced to the Borrower on the
occasion of each drawing under the Facility;
"Agreement" this agreement;
"Facility" the loan facility granted by the Lender to the
Borrower upon the terms and subject to the
conditions of this Agreement;
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC;
"Loan" the aggregate principal amount drawn and for the
time being outstanding under the Facility;
"Parties" the parties to this Agreement and "Party" means any
of them;
"PRC" the People's Republic of China;
"RMB" Renminbi, the lawful currency of the PRC;
"Redsail" Beijing Redsail Netlegend Data Network Technology
Company Limited; and
"Shenzhen Freenet" Shenzhen Freenet Information Technology Company
Limited.
1.2 References in this Agreement to the Recital and Clauses are to the recital
and clauses in this Agreement unless the context requires otherwise.
2. FACILITY
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2.1 Subject to the provisions of this Agreement, the aggregate principal amount
of the Facility available to the Borrower shall be such amount as the
Lender and the Borrower may from time to time agree.
2.2 The proceeds of the Facility shall be used by the Borrower for the
exclusive purpose of contributing towards working capital of Shenzhen
Freenet and/or Redsail through Shenzhen Freenet.
2.3 The Loan shall be interest-free.
3. ADVANCE
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3.1 The Lender shall make all or part of the principal amount of the Facility
available to the Borrower on such date(s) as the Lender and the Borrower
may from time to time agree by depositing an amount equal to each Advance
in clear fund into such bank account as the Borrower has by written notice
notified the Lender for such purpose.
3.2 The Lender shall make the first Advance, being an amount of RMB136,032,781
(in respect of which, a sum of RMB101,032,781 shall be applied towards the
working capital of Shenzhen Freenet and the balance of RMB35,000,000 shall
be applied towards the capital injection into Redsail), available to the
Borrower in the manner set out in Clause 3.1.
4. REPAYMENT
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Unless the Borrower has already repaid the Loan in full, the Lender shall
have at all times the right to demand the Borrower to make immediate and
full repayment of the entire outstanding amount of the Loan by giving
notice in writing to the Borrower.
5. REPRESENTATIONS AND WARRANTIES
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The Borrower represents and warrants to the Lender that this Agreement
constitutes valid and legally binding obligations of the Borrower
enforceable in accordance with its terms. This representation and warranty
shall be deemed to be repeated by the Borrower on each day until the
outstanding amount of the Loan is fully repaid as if made with reference to
the facts and circumstances existing as at each such date.
6. MISCELLANEOUS
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6.1 This Agreement constitutes the whole agreement between the Parties in
respect of the Loan and shall supersede the terms of any other agreement in
respect of the Loan, whether oral or otherwise, made prior to the entering
into of this Agreement. It is expressly declared that no purported
variations to the Loan shall be effective unless made in writing and signed
by all the Parties.
6.2 Each of the Parties shall at the request of the any other Party (and at the
reasonable cost of the Party making such request) do and/or execute or
procure to be done and/or executed all such further acts, deeds, things and
documents as may be necessary to give effect to the terms of this
Agreement.
6.3 No waiver by any Party of any breach by any other Party of any provision of
this Agreement shall be deemed to be a waiver of any subsequent breach of
that or any other provision of this Agreement and any forbearance or delay
by the relevant Party in exercising any of its rights under this Agreement
shall not be constituted as a waiver thereof.
6.4 Time shall be of the essence as regards any time, date or period mentioned
in this Agreement and any time, date or period substituted for the same by
agreement of the Parties or otherwise.
6.5 The illegality, invalidity or unenforceability of any part of this
Agreement shall not affect the legality, validity or enforceability of any
other part of this Agreement.
6.6 The provisions of this Agreement shall be binding on and shall enure for
the benefit of the successors, assigns and personal representatives (as the
case may be) of each Party. The rights and obligations of any Party under
this Agreement shall not be assigned without the prior written consent of
the other Parties.
6.7 This Agreement may be executed in any number of counterparts by the Parties
on separate counterparts, each of which when executed shall constitute an
original and all of which taken together shall constitute one and the same
document.
7. GOVERNING LAW AND JURISDICTION
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This Agreement shall be governed by and construed in accordance with the
laws of Hong Kong. Each Party hereby irrevocably submits to the
non-exclusive jurisdiction of the courts of Hong Kong.
IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.
SIGNED by )
WANG XXX XXXX )
in the presence of: )
)
SIGNED by )
for and on behalf of )
SHENZHEN FREENET INFORMATION )
TECHNOLOGY COMPANY LIMITED )
in the presence of: )
