Loan Agreement
Exhibit
4.33
[Translation
of Chinese Original]
This Loan
Agreement (hereinafter referred to as “this Agreement”) is made and entered into
by the below two parties in Beijing on November 24, 2008:
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(1)
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Beijing
Super TV Co., Ltd. (hereinafter referred to as “the
lender”)
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Registered
address: Xxxx 000, X-0/x, Jingmeng High-tech Mansion, Xx. 0-0, Xxxxxxx Xxxx
Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
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(0)
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Xxx
Xxxxx (hereinafter referred to as “the
borrower”)
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Address:
101, Xxxx 0, Xxxxxxxx 00, Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
The
lender and the borrower are hereinafter referred to as "a party” respectively
and “both parties” collectively.
Both
parties hereto reach consensus through consultation and conclude the following
agreement for mutual compliance:
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1.
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Loan
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1.1
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The
lender agrees to provide a loan of RMB6,178,006.07 to the borrower. The
loan term is 10 years, and may be extended by mutual consent by both
parties.
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1.2
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Under
the precondition that all conditions in Article 2 are satisfied, the
lender agrees to remit the loan in a lump sum to the designated account of
the borrower within 20 days from receipt of the borrowers’ written notice
demanding the loan. The borrower shall issue a confirmation letter to the
lender on the day of receiving the
loan.
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1.3
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The
lender and the borrower agree that the loan hereunder shall be
interest-free.
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2.
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Representations and
Warranties
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2.1
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During
the period of performing this Agreement, the borrower makes the following
representations and warranties to the
lender:
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(a)
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The
borrower is entitled to execute and perform this
Agreement;
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(b)
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Execution
and performance of this Agreement by the borrower is in no violation of
any binding laws and regulations, government approval, authorization,
notice or other government documents, nor in breach of any agreement
signed between the borrower and any third party or any promise made by the
borrower to any third party;
and
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(c)
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This
Agreement, once signed, shall be legally binding on the borrower and shall
be enforceable.
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1
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2.2
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From
the date of execution to the termination of this Agreement, the lender
makes the following representations and
warranties:
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(a)
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The
lender is a limited liability company duly incorporated and validly
existing in accordance with the Chinese
laws;
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(b)
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The
lender is entitled to execute and perform this Agreement, which is line
with the Articles of Association of the lender or other constitutional
documents, and the lender has obtained all necessary and appropriate
approval and authorization to execute and perform this
Agreement;
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(c)
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Execution
and performance of this Agreement by the lender is in no violation of any
binding or influential laws and regulations, government approval,
authorization, notice or other government documents, nor in breach of any
agreement signed between the lender and any third party or any promise
made by the lender to any third party;
and
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(d)
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This
Agreement, once signed, shall be legally binding on the lender and shall
be enforceable;
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(e)
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The
lender has completed all government approvals, authorization, license,
registration and filing procedures required to engage in businesses within
the scope of its business license and own relevant
assets.
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3.
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Liability for Breach
of Contract
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In case
the borrower has failed to fulfill its repayment obligations as per this
Agreement, it shall pay overdue interest equal to 0.2‰ of the unpaid amount for
each day delayed, till the borrower repays all loan principal, overdue interest
and other amounts.
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4.
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Confidentiality
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Both
parties acknowledge and confirm that any oral or written information exchanged
for the purpose of this Agreement are confidential. Both parties shall keep such
information confidential and shall not disclose any information to any third
party without written consent from the other party, except for the following
information: (a) information that is known or will be known by the public (other
than the information disclosed to the public by the party receiving information
without permission); (b) information required to be disclosed in accordance with
applicable laws or regulations; or (c) information concerning the transaction
hereunder and required to be disclosed by either party to its legal or financial
consultant, who shall also abide by obligations of confidentiality similar to
this Article. Disclosure of information by the staff or hired agency of either
party shall be deemed as disclosure of information by that party, which shall
undertake liabilities for breach of contract under this Agreement.
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5.
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Governing Laws and
Dispute Resolution
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5.1
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Formation,
effectiveness, interpretation, performance, alteration, termination and
dispute resolution of this Agreement shall all be governed by the Chinese
laws.
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5.2
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Both
parties hereto shall resolve any dispute arising from interpretation and
performance of this Agreement through amicable negotiations at first. In
case the dispute has not been settled within 30 days after either party
issues to the other party a written notice demanding resolution through
negotiations, either party may submit the dispute to China International
Economic and Trade Arbitration Commission for arbitration in accordance
with arbitration rules as at present in force. The place of arbitration is
Beijing. The arbitration award shall be final and binding upon both
Parties hereto.
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2
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5.3
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In
case of any dispute arising from interpretation and performance of this
Agreement or any dispute under arbitration proceedings, excluding the
disputed matters, both parties hereto shall continue to exercise other
rights and fulfill other obligations
hereunder.
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6.
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Miscellaneous
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6.1
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This
Agreement shall take effect on the date of execution by both parties, and
expire on the date when both parties have fulfilled their respective
obligations hereunder.
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6.2
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This
Agreement is made in duplicate for each party to hold one with the same
legal force.
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6.3
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Both
parties hereto may amend and supplement this Agreement by a written
agreement. The revised agreement and/or supplementary agreement shall be
an integral part of this Agreement and have the same legal force as this
Agreement.
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6.4
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Invalidity
of any article hereunder shall not compromise the legal force of other
articles hereunder.
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3
(This
page is intentionally left blank for signatures of Beijing Super TV Co., Ltd.
and Xxx Xxxxx to execute the Loan Agreement.)
Lender:
Beijing Super TV Co., Ltd.
(Seal)
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Authorized representative:
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/s/ Xxxxxxx Xxx
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Borrower:
Xxx Xxxxx
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Signature:
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/s/ Xxx
Xxxxx
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4
