Loan Agreement
Exhibit 10.18
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
Xxxxx Xxxx-xxxx (hereinafter referred to as the “Holding Employee”), a Chinese citizen with the ID
Card No.: [***] , whose residence locates at [***] ;
Shengqu and the Holding Employee may collectively be referred to as the “Parties” and,
individually, as the “Party”.
Whereas,
| 1. | Shanghai Xxxxxx Networking Co., Ltd. (hereinafter referred to as “Xxxxxx”) has entered into this Loan Agreement with Holding Employee on August 10, 2004, according to which the Holding Employee has borrowed RMB 4,644,000 (Say: RMB four million and six hundred and forty-four thousand) from Xxxxxx for paying the transferred Share of Shanghai Shulong Technology Development Co., Ltd. (hereinafter referred to as “Shanghai Shulong”) and the increase capital, and then the Holding Employee holds 51.4% Share of Shanghai Shulong. | |
| 2. | The Holding Employee does not have enough capitals to repay all loans given by Xxxxxx, so he has applied to Shengqu for loan, and Shengqu has agreed to loan money to him. | |
| 3. | 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. |
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 Company Law of the PRC and other laws and
regulations.
| 1. | Type of Loan: Cash |
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Loan Contract
| 2. | Purpose of Loan: Personal Borrowing | |
| 3. | Loan Amount: RMB 4,644,000 (Say: RMB four million and six hundred and forty-four thousand) | |
| The Parties have confirmed that Shengqu has given, and the Holding Employee has received the said Loan. | ||
| 4. | Loan Interest: Zero Interest | |
| 5. | Loan Term | |
| From July 01, 2008 | ||
| 6. | Purpose of Loan | |
| The Holding Employee shall not use the Loan for any other purpose rather than for paying the transferred Share. | ||
| 7. | Repayment of Loan | |
| 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. | ||
| 8. | Statements and Warranties | |
| The Holding Employee shall warrant that he is not the director or executive officer of Xxxxxx Interactive Entertainment Limited, an affiliate of Shengqu. | ||
| 9. | Liability for Breach of Agreement | |
| In case the Holding Employee fails to use the Loan subject to the agreed purpose, Shengqu is entitled to withdraw the Loan in whole or part. | ||
| 10. | Dispute Resolution |
| 10.1 | Any dispute arising out of the performance of this Agreement shall be settled through friendly negotiation by the Parties; if not reached, such dispute may be submitted for arbitration. | ||
| 10.2 | Any such dispute shall be referred to the China International Economic |
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Loan Contract
| 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. | |||
| 10.3 | 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. |
| 11. | Miscellaneous |
| 11.1 | 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 in time, and the Parties shall negotiate on and agree on any such amendment or termination in writing. | ||
| 11.2 | 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. | ||
| 11.3 | This Agreement is made in two (2) counterparts with Shengqu and the Holding Employee holding one (1) counterpart. |
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Loan Contract
[Signature Page Follow]
IN WITNESS WHEREOF, the Parties have duly caused their authorized representatives to enter into
this Agreement as of the day and year first above written.
Shengqu
Shengqu Information Technology (Shanghai) Co., Ltd. (Seal)
Authorized Representative:
Name:
Holding Employee
Signed by:
Name: Xxxxx Xxxx-xxxx
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