Exhibit 10.19
Dated 26/th/ September 2003
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WANG XXX XXXX
and
XXXXX XXXX
and
ADVANCED INTERNET SERVICES LIMITED
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NOVATION AGREEMENT
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THIS NOVATION AGREEMENT is made as of 26/th/ September 2003
BETWEEN
(1) WANG XXX XXXX, holder of the passport of People's Republic of China
numbered PCHN143637106and whose correspondence address is Xxxx 0-000, Xxxxx
0, Xxxxxxxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx ("WXL");
(2) XXXXX XXXX, holder of People's Republic of China Identity Card
numbered000000000000000000 and whose correspondence address is at Xxxx 0,
Xxxx 0, Xxxxx Xxxxxxxxx, 0 Xxxxxxxxxxxxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxx ("XX"); and
(3) ADVANCED INTERNET SERVICES LIMITED, a private company incorporated in Hong
Kong (under company number 687366) with limited liability and its
registered office is at 00/xx/ Xxxxx, Xxx Xxxxxx, 00 Xxxxx'x Xxxx Xxxxxxx,
Xxxx Xxxx ("AIS"),
(each a "Party" and collectively "Parties").
WHEREAS
(A) Pursuant to a Loan Agreement dated 25/th/ November 2002 and made between,
inter alia, WXL and AIS ("Original Agreement"), AIS has granted a loan of a
principal amount of RMB136,032,781 to WXL subject to the terms and
conditions therein.
(B) The Parties have agreed to enter into this Agreement for the purpose of
novating and transferring part of the obligations and liabilities in
respect of WXL (in particular, the obligation to repay a sum of
RMB30,309,834 being part of the principal loan of RMB136,032,781 granted by
AIS to WXL) under the Original Agreement to SY, subject to the terms and
conditions set out in this Agreement.
NOW THEREFORE, IT IS AGREED as follows:
1. INTERPRETATION
1.1 In this Agreement, the following expressions shall have the following
meanings:-
"Effective Date" means 26/th/ September 2003.
"Novated Agreement" means the Original Agreement as novated and amended by
this Agreement.
1.2 Terms defined in the Original Agreement shall have the same meaning when
used in this Agreement unless otherwise defined herein.
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2. NOVATION
2.1 Subject to Clause 2.4 hereof, AIS hereby releases WXL with effect from the
Effective Date from satisfaction of part of the liabilities (and in
particular, a sum of RMB30,309,834 ("Novated Loan") being part of the total
principal loan of RMB136,032,781 ("Loan")) assumed by her under the
Original Agreement. For the avoidance of doubt, WXL remains liable for
repayment and satisfaction of and all obligations and liabilities relating
to the remaining balance of the Loan in the sum of RMB105,722,947 under the
Original Agreement.
2.2 AIS and SY hereby respectively agree to perform obligations and to assume
liabilities towards the other under the Original Agreement on terms and
subject to conditions identical to those upon unless otherwise indicated
herein, and subject to which, corresponding obligations and liabilities (in
respect of the Novated Loan) specified in Clause 2.1 above fall to be
performed and satisfied under the Original Agreement and also subject to
Clause 2.4 hereof.
2.3 WXL hereby novates and transfers all her obligations and liabilities in
respect of the Novated Loan, in and under the Original Agreement to SY,
such novation and transfer shall take effect on and from the Effective
Date.
2.4 Notwithstanding anything contained in Clauses 2.1, 2.2 and 2.3 hereof, it
is agreed between the Parties that WXL shall remain liable for all
breaches, non-compliance and/or non-performance of the Original Agreement
in respect of the Novated Loan on the part of WXL prior to the date of this
Agreement and shall be held solely liable for all demands, claims, losses,
damages, costs and expenses incurred by AIS and/or SY as a result of or
incidental to the aforesaid breaches, non-compliance and non-performance
and shall indemnify SY and/or AIS and hold SY and/or AIS indemnified from
all such demands, claims, losses, damages, costs and expenses.
2.5 With effect from the Effective Date, AIS, WXL and SY agree that the
provisions of the Original Agreement as novated and amended by this
Agreement shall be identical to those in existence prior to the execution
hereof, save insofar as the same have been novated and amended hereby.
3. CONTINUING PROVISIONS
Save as provided for herein, the Novated Agreement and all provisions
thereof will continue in full force and effect as the legal, valid and
binding obligations of each of AIS, WXL and SY, enforceable in accordance
with its terms.
4. MISCELLANEOUS
4.1 If a provision of this Agreement is or becomes illegal, invalid or
unenforceable in any jurisdiction, that will not affect:
(a) the legality, validity or enforceability in that jurisdiction of any
other provision of this Agreement; or
(b) the legality, validity or enforceability in any other jurisdiction of
that or any other provision of this Agreement.
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4.2 This Agreement shall be subject to, governed by and construed in accordance
with the laws of Hong Kong, the Special Administrative Region of the
People's Republic of China ("Hong Kong") and the parties hereby irrevocably
agrees to submit to the non-exclusive jurisdiction of the courts in Hong
Kong.
4.3 This Agreement may be executed in any number of counterparts and by any
party hereto in separate counterparts, each of which shall be deemed to be
an original and all of which, when taken together, shall constitute one and
the same document.
IN WITNESS whereof this Agreement shall be deemed to have been executed on the
date first above written.
Signed by )
WANG XXX XXXX )
in the presence of )
)
Signed by )
XXXXX XXXX )
in the presence of )
Signed by )
)
for and on behalf of )
ADVANCED INTERNET SERVICES )
LIMITED )
in the presence of )
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