EXHIBIT 4.16
[Translated from Chinese Original]
LOAN AGREEMENT
The Loan Agreement (the "Agreement") is entered into as of October 18, 2007
between the following two parties:
(1) CHINA FINANCE ONLINE CO. LIMITED. (the "Lender"), a limited liability
company established and registered in Hong Kong, SAR.
Registered Address: Unit C, 8/F, East Wing, Sincere Insurance Xxxxxxxx 0-0,
Xxxxxxxx Xxxx, Xxxx Xxxx, SAR.
(2) XXX XXXX (the "Borrower")
ID No.: 370102197012163311
Address: 9/F., Tower C, Corporation Mansion, Xx. 00 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 000000 Xxxxx
Lender and Borrower will each be referred to as a "Party" and collectively
referred to as the "Parties."
WHEREAS, Borrower is to acquire from an existing shareholder (Mr. Xxxx Xx) 55%
of the equity ("Fuhua Equity") of Fuhua Innovation Technology Development Co.,
Ltd. ("Fuhua"), a limited liability company established and registered in the
People's Republic of China (the "PRC") corresponding to the registered capital
contribution of RMB 1,650,000,.
WHEREAS, Borrower wishes to borrow a loan from Lender to finance his investment
in Fuhua and Lender agrees to provide such loan to Borrower.
NOW THEREFORE, the Parties agree as follows:
ARTICLE 1. LOAN
1.1 Lender agrees to provide a loan to Borrower with the principal amount equal
to the US Dollar equivalent of RMB 1,650,000 in accordance with the terms and
conditions set forth herein (the "Loan"). Term for such loan shall be ten (10)
years which may be extended upon the agreement of the Parties (the "Term").
Notwithstanding the foregoing, in the following circumstances, Borrower shall
repay the Loan regardless if the Term has expired:
(1) Borrower deceases or becomes a person without legal capacity or with limited
legal capacity;
(2) Borrower commits a crime or is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest
in Fuhua under the PRC law and Lender chooses to do so.
1.2 Borrower hereby irrevocably instructs Lender to remit the amount of the Loan
direct to Xxxx Xx as Borrower's payment of the purchase price of the equity.
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1.3 The Loan shall only be used by Borrower to acquire the equity of Fuhua.
Without Lender's prior written consent, Borrower shall not use the Loan for any
other purpose or transfer or pledge his interest in Fuhua to any third party.
1.4 Borrower can only repay the Loan by transferring all of his interest in
Fuhua to Lender or a third party designated by Lender when such transfer is
permitted under the PRC law.
1.5 In the event Borrower transfers his interest to any third party other than
Lender, Borrower shall pay the full amount of the proceeds it receives from such
transfer to Lender regardless if the amount of such proceeds exceeds the amount
of the Loan.
1.6 Lender and Borrower hereby jointly agree and confirm that Lender has the
right to, but has no obligation to, purchase or designate a third party (legal
person or natural person) to purchase all or part of Borrower's interest in
Fuhua at a price equal to the amount of the Loan when such purchase is allowed
under the PRC law. If Lender or the third party assignee designated by Lender
only purchases part of Borrower's interest in Fuhua, the purchase price shall be
reduced on a pro rata basis.
1.7 In the event when Borrower transfers his interest in Fuhua to Lender or a
third party transferee designated by Lender, (i) if the actual transfer price
paid by Lender or the third party transferee equals or is less than the
principal amount of the Loan, the Loan shall be deemed as interest free; or (ii)
if the actual transfer price paid by Lender or the third party transferee is
higher than the principal amount of the Loan, the amount exceeding the principal
amount of the Loan shall be deemed as an interest accrued on the Loan and paid
by Borrower to Lender in full.
ARTICLE 2. CONDITIONS PRECEDENT TO DISBURSEMENT
The following conditions must be satisfied before the Loan is disbursed to
Borrower:
2.1 The representation and warranties under Section 3 remain true and correct on
the day when the disbursement notice is delivered to Lender and on the date the
Loan is disbursed to Borrower as if such representations and warranties are made
as of such dates.
2.2 Borrower has not materially breached any terms or conditions hereof.
ARTICLE 3. REPRESENTATION AND WARRANTIES
3.1 Lender hereby represents and warrants to Borrower that:
(a) Lender is a company registered and validly existing under the laws of Hong
Kong, SAR;
(b) subject to its Memorandum and Articles of Association and other
organizational documents, Lender has full right, power and all necessary
approvals and authorizations to execute and perform this Agreement;
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(c) the execution and the performance of this Agreement will not contravene any
provision of law applicable to Lender or any contractual restriction binding on
or affecting him; and
(d) this Agreement shall constitute the legal, valid and binding obligations of
Lender, which is enforceable against Lender in accordance with its terms upon
its execution.
3.2 Borrower hereby represents and warrants to Lender that:
(a) Fuhua is a limited liability company registered and validly existing under
the laws of PRC;
(b) Borrower has full right, power and all necessary and appropriate approval
and authorization to execute and perform this Agreement;
(c) the execution and the performance of this Agreement will not contravene any
provision of law applicable to Borrower or any contractual restriction binding
on or affecting Borrower;
(d) this Agreement shall constitute the legal and valid obligations of Borrower,
which is enforceable against Borrower in accordance with its terms upon its
execution; and
(e) there are no legal or other proceedings before any court, tribunal or other
regulatory authority pending or threatened against Borrower.
ARTICLE 4. NOTIFICATIONS
Notice or other communications under this Agreement shall be delivered
personally or sent by facsimile transmission or by registered mail to the
address set forth below, except that such address has been changed in writing.
The date noted on the return receipt of the registered mail is the service date
of the notice if the notice is sent by registered mail; the sending date is the
service date of the notice if the notice is sent personally or by facsimile
transmission. The original of the notice shall be sent personally or by
registered mail to the following address after the notice is sent by facsimile.
Lender: China Finance Online Co., Ltd.
Address: Unit C, 8/F, East Wing Sincere Insurance Xxxxxxxx 0-0
Xxxxxxxx Xxxx, Xxxx Xxxx, SAR.
Borrower: Xxx Xxxx
Address: 9/F., Tower C, Corporation Mansion, Xx.00 Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxxx 000000 Xxxxx
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ARTICLE 5. CONFIDENTIALITY
The Parties acknowledge and confirm that any oral or written materials
concerning this Agreement exchanged between them are confidential information.
The Parties shall protect and maintain the confidentiality of all such
confidential data and information and shall not disclose to any third party
without the other party's written consent, except (a) the data or information
that was in the public domain or later becomes published or generally known to
the public, provided that it is not released by the receiving party, (b) the
data or information that shall be disclosed pursuant to applicable laws or
regulations, and (c) the data or information that shall be disclosed to One
Party's legal counsel or financial counsel who shall also bear the obligation of
maintaining the confidentiality similar to the obligations hereof. The undue
disclosing of the confidential data or information of One Party's legal counsel
or financial counsel shall be deemed the undue disclosing of such party who
shall take on the liability of breach of this Agreement.
ARTICLE 6. GOVERNING LAW AND SETTLEMENT OF DISPUTES
6.1 The execution, validity, interpretation, performance, implementation,
termination and settlement of disputes of this Agreement shall be governed by
the laws of Hong Kong, SAR.
6.2 In event of any dispute arising from or in connection with this Agreement,
the Parties shall attempt to resolve the dispute through friendly consultations.
In the event that satisfactory resolution is not reached within thirty (30) days
after commencement of such consultation, the dispute shall be submitted (which
submission may be made by either Borrower or Lender) to resolution by
arbitration administered by Hong Kong International Arbitration Center(the
"Center") in Hong Kong, in accordance with the procedural rules of the Center,
which are in effect at the time the application for arbitration is made. The
arbitral award shall be final and binding upon all parties hereto.
6.3 In case of any disputes arising out of the interpretation and performance of
this Agreement or any pending arbitration of such dispute, the Parties shall
continue to perform their rights and obligations under this Agreement, except
that such maters are involved in the disputes.
ARTICLE 7. MISCELLANEOUS
7.1 This Agreement can only be amended by written agreements jointly executed by
the parties.
7.2 Any provision of this Agreement that is invalid or unenforceable shall not
affect the validity and enforceability of any other provisions hereof.
7.3 This Agreement is executed in two (2) counterparts. Party A and Party B
shall each hold one counterpart.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement, or have
caused this Agreement to be duly executed on their behalf, as of the date and
year first hereinabove set forth.
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LENDER:
CHINA FINANCE ONLINE CO., LTD
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By:
Title:
BORROWER:
XXX XXXX
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