EXHIBIT 4.55
LOAN AGREEMENT
This Loan Agreement (the "Agreement") is entered into as of ________ by the
following parties.
PARTY A: ____
Registration Address:
PARTY B: ____
Sex:
ID No.:
WHEREAS,
1. PARTY A is a wholly foreign-owned enterprise incorporated in the People's
Republic of China (the "PRC");
2. PARTY B is the citizen of the PRC who owns ____ percent (____%) of the
equity interests of ____ (the "COMPANY")] which has its registered office
in ____;
3. PARTY A provided an interest-free loan RMB ____ to Party B (Party B as the
"BORROWER"), solely for the Borrower to acquire ____ percent (____%) of the
registered capital in the Company.
NOW THEREFORE, All parties agree as follows:
1. PRINCIPAL OF THE LOAN. Party A agrees to provide a loan to the Borrower
with the principal as RMB ____ in accordance with the terms and conditions
set forth in this Agreement. The Borrower shall only use the loan for its
equity acquisition of the Company.
2. CONFIRMATION. The Borrower confirms that it has obtained the total amount
of the Loan and has invested it into the Company for the acquisition of
____ percent (____%) of the registered capital of the Company.
3. TERM. The Term of such loan starts from the date that the Borrower received
the loan until ten (10) years after signing this Agreement and could be
extended upon the written agreement of the parties through negotiations.
During the term or extended term of such a loan, Party A may accelerate the
loan repayment, if any of the following events occurs:
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(a) The Borrower quits or is dismissed by Party A or its affiliates;
(b) The Borrower dies or becomes a person without capacity or with limited
capacity for civil acts;
(c) The Borrower commits a crime or is involved in a crime;
(d) Party A has given a written notice to the Borrower and exercised its
right of purchase in accordance with the terms under the Exclusive
Equity Purchase Option Agreement speculated in Article 4 of this
agreement.
Without Party A's prior written consent, the Borrower shall not prepay all
or any part of the Loan.
4. METHOD OF REPAYMENT. The repayment of the Loan under this Agreement are
payable in cash or in other form or manner as agreed in writing by Party A
and as permitted under the laws of the PRC including but not limited to by
way of transfer to Party A or a third party designated by Party A at its
sole discretion all or part of the Equity Interest in the Company held by
the Borrower ("EQUITY INTEREST" as defined in the Exclusive Equity Purchase
Option Agreement (the "EXCLUSIVE EQUITY PURCHASE OPTION AGREEMENT") to be
executed and delivered by the Borrower on the even date herewith) at a
purchase price in accordance with the Exclusive Equity Purchase Option
Agreement.
5. INTEREST-FREE.
5.1 The parties agree and confirm that this loan is an interest-free loan
except for in cases as provided in Article 5.2 of this Agreement.
5.2 If Party A exercises its Purchase Right (as defined in the Exclusive Equity
Purchase Option Agreement ) in accordance with the Exclusive Equity
Purchase Option Agreement, on condition that the amount of the purchase
price for the Equity Interests which Party A or its designee has to pay to
the Borrower shall exceed the principal of the Loan due to the legal
requirement or other reasons, to the extent permitted by PRC laws, the
Borrower shall pay all proceeds it received from the transfer of the equity
back to Party A or any person appointed by Party A to pay off the loan
under this agreement, and any amount in excess of the principal of the Loan
shall be regarded as an interests of the loan or the capital use cost.
6. SECURITY. Repayment of the Loan shall be secured by a pledge of any and all
equity interest in the Company as from time to time held by the Borrower as
set out in an equity pledge agreement (the "EQUITY PLEDGE AGREEMENT")
executed and delivered by the Borrower on ________. The Borrower shall
execute and deliver such further documents and instruments and shall take
such
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other further actions as may be required or appropriate to carry out the
intent and purposes of this Article 6. The Borrower shall not dispose any
of its equity interest in the Company as set out in the Equity Pledge
Agreement in any manner without the prior consent of Party A,
notwithstanding any contradicting provisions in any other agreements
between the Borrower and Party A.
7. EVENT OF DEFAULT AND REMEDIES. Any one of the following occurrences shall
constitute an "EVENT OF DEFAULT" under this Agreement:
(a) The Borrower fails to repay the Loan hereunder when due in accordance
with Articles 1 and 3 above;
(b) The Borrower becomes insolvent or bankrupt, commits any act of
bankruptcy, generally fails to pay its debts as it become due, becomes
the subject of any proceedings or actions of any regulatory agency or
any court, or makes an assignment for the benefit of its creditors, or
enters into any agreement for the composition, extension, or
readjustment of all or substantially all of her obligations;
(c) The Borrower fails to comply with any covenant contained in this
Agreement and does not cure such failure within fifteen (15) days
after receiving written notice thereof; or
(d) An event of default occurs under the Equity Pledge Agreement.
Upon the occurrence of any Event of Default hereunder, the entire or part of the
Loan shall, at the sole option of Party A and without notice or demand of any
kind to the Borrower or any other person, immediately become due and payable,
and Party A may pursue all remedies available under this Agreement, the Equity
Pledge Agreement, and as available under law including but not limited to action
against the pledged equity and seeking immediate repayment of the Loan in cash
or, at Party A' s sole discretion, in any other form or manner in accordance
with Article 3 above. Without prejudice to the rights of Party A under the
immediately preceding sentence, the Borrower undertakes to indemnify Party A
against any actions, charges, claims, costs, damages, demands, expenses,
liabilities, losses and proceedings which Party A may sustain or incur as a
consequence of the occurrence of any Event of Default hereunder.
8. PARTY A's RIGHTS. No single or partial exercise of any power hereunder or
under the Equity Pledge Agreement shall preclude other or further exercises
thereof or the exercise of any other power granted hereunder or under the
Equity Pledge Agreement. Party A shall at all times have the right to
proceed against any portion of the security for this Agreement in such
order and in such manner as Party A may consider appropriate, without
waiving any rights with respect to any of the security. Any delay or
omission on the part of Party A in exercising any right hereunder or under
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the Equity Pledge Agreement shall not operate as a waiver of such right, or
of any other right under this Agreement or the Equity Pledge Agreement.
9. SUCCESSORS. This Agreement shall inure to the benefit of Party A and its
successors and assigns. The obligations of the Borrower hereunder or under
the Equity Pledge Agreement shall not be assignable.
10. CONFLICTING AGREEMENTS. In the event of any inconsistencies between the
terms of this Agreement and the terms of any other document related to the
loan evidenced by the Agreement, the terms of this Agreement shall prevail
provided, however, that nothing in this Agreement is meant to supercede or
limit any of the rights of Party A under any restricted share purchase
option agreement, or similar agreement including, but not limited to,
rights of repurchase in favor of Party A.
11. SEVERABILITY. Any provision of this Agreement which is invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions
hereof in such jurisdiction or rendering that or any other provision of
this Agreement invalid, illegality or unenforceable in any other
jurisdiction. The Parties shall, through fairly consultation, make
reasonable efforts to replace those invalid, illegal or non-enforceable
provisions with valid provisions that may bring the similar economic
effects with the effects caused by those invalid, illegal or
non-enforceable provisions.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the PRC.
13. ARBITRATION. If the parties hereto are unable to settle any dispute arising
from or in connection with the provisions of this Agreement through
mediation, any party hereto can submit the dispute for final and binding
arbitration to the China International Economic and Trade Arbitration
Commission ("CIETAC") in Shanghai for arbitration before a panel of three
(3) arbitrators pursuant to the then-valid arbitration rules of CIETAC.
[No text below]
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[Signature Page]
PARTY A: ____
Legal Representative/Authorized Representative:
---------------------------------
Seal:
PARTY B: ____
Signature:
