EX-4.5 Loan Agreements






Exhibit 4.5




LOAN AGREEMENT



This Loan Agreement (hereinafter referred to as “Agreement”) is made and entered into as of
September 11, 2007 by and between the following parties:





			
	Party A:	 	Qianjin Network Information Technology (Shanghai) Company Limited; and






			
	Party B:	 	JIN Weimin

Nationality: China

ID No.:

Address: No. 2-25, Tuan Jie Building, Shang Jian Road, Xian




(hereinafter referred to as to a “Party” individually, and the “Parties” collectively)




WHEREAS:





	1.	 	Party A is an enterprise incorporated in the People’s Republic of China (the “PRC”); and
	 
	2.	 	Party A agrees to provide a loan to Party B with the funds invested as capital contribution
into Beijing Run An Information Consultancy Company Limited (the “Run An”).




NOW THEREFORE, Party A and Party B hereby agree to enter into this Agreement under the following
terms and conditions and to perform this Agreement according to such terms and conditions:




Article 1 Loan





	1.1	 	Party A agrees to provide a loan to Party B with an aggregate principal amount of
RMB3,000,000.
	 
	1.2	 	Party B agrees that the total amount of the loan is invested as capital contribution into Run
An. Unless Party A’s prior written consent is obtained, Party B shall not use the
aforementioned loan for any other purpose.
	 
	1.3	 	Both Parties hereby agree and confirm that, except as otherwise provided for herein, the loan
under this Agreement is interest-free. However, if, at the time the loan is due and Party B
needs to transfer his equity interests in Run An to Party A or its designated persons, the
actual transfer price is higher than the loan principal due to legal requirements or other
reasons, the amount in excess of the loan principal, to the extent permitted by law, shall be
deemed as interests or capital utilization cost, which shall be repaid to Party A together
with the loan principal.
	 
	1.4	 	Both parties hereby agree and confirm that Party B may repay the loan only in the following
manner: if permitted by PRC laws, Party B or its successor or assign shall transfer the equity
interests in the Company to Party A or its designated persons and use the proceeds from such
transfer to repay the loan, when the loan is due and Party A gives a written notice.
	 
	1.5	 	Both parties hereby agree and confirm that Party B shall be deemed to have fully performed
his obligations under this Agreement only if the following requirements are met:






	 	1.5.1	 	Party B has transferred all his equity interests in the Company to Party A
and/or its designated persons; and,
	 
	 	1.5.2	 	Party B has paid the total proceeds from such transfer or the maximum amount (including
principal and the highest loan interest permitted under then
applicable law) allowed by applicable law as repayment of the loan to Party A.




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Article 2 Term





	2.1	 	The term of the loan starts from the date when Party B has received the loan until ten (10)
years after the execution of this Agreement and may be extended upon written agreement of the
Parties hereto.
	 
	2.2	 	During the term of the loan or any extension thereof, Party A may notify Party B in writing
that the loan under this Agreement is due and payable immediately and request Party B to repay
the loan in the manner specified herein, if any of the following events occurs:






	 	2.2.1	 	Party B resigns from or is dismissed by Party A or its affiliates;
	 
	 	2.2.2	 	Party B dies or becomes a person without capacity or with limited capacity
for civil acts;
	 
	 	2.2.3	 	Party B commits a crime or is involved in a crime; or
	 
	 	2.2.4	 	Any other third party claims more than RMB500,000 against Party B.





Article 3 Representations and Warranties





	3.1	 	Party A hereby represents and warrants to Party B that, as of the execution date of this
Agreement:






	 	3.1.1	 	Party A is a wholly foreign-owned enterprise incorporated and validly
existing under the laws of PRC;
	 
	 	3.1.2	 	Party A has the right to execute and perform this Agreement. The execution
and performance of this Agreement by Party A comply with its business scope, articles
of association and other organizational documents. Party A has obtained all necessary
and appropriate approvals and authorizations for the execution and performance of
this Agreement;
	 
	 	3.1.3	 	The principal of the loan to Party B is legally owned by Party A;
	 
	 	3.1.4	 	The execution and performance of this Agreement by Party A do not violate
any laws, regulations, approvals, authorizations, notices, other governmental
documents to which Party A is subject, any agreement signed by it with any third
party or any undertaking made by it to any third party; and
	 
	 	3.1.5	 	When executed by the Parties hereto, this Agreement shall constitute the
legal, valid and binding obligations of Party A.






	3.2	 	Party B hereby represents and warrants to Party A that, from the execution date of this
Agreement until this Agreement terminates:






	 	3.1.1	 	Run An is a company incorporated and validly existing under the laws of
PRC;
	 
	 	3.1.2	 	Party B has the right to execute and perform this Agreement. The execution
and performance of this Agreement by Party B comply with its business scope, articles
of association and other organizational documents. Party B has obtained all necessary
and appropriate approvals and authorizations for the execution and performance of
this Agreement;
	 
	 	3.1.3	 	The execution and the performance of this Agreement by Party B do not
violate any laws, regulations, approvals, authorizations, notices, other governmental
documents to which Party B is subject, any agreement signed by Party B with any third
party or any undertaking made by Party B to any third party;
	 
	 	3.1.4	 	When executed by the parties hereto, this Agreement shall constitute the
legal, valid and binding obligations of Party B;
	 
	 	3.1.5	 	Party B has paid contribution in full for its equity interests in Run An
in accordance with applicable laws and regulations;




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	 	3.1.6	 	There are no pending or threatened disputes, litigation, arbitration or
other administrative proceedings or other legal proceedings in connection with the
equity interests of the Company held by Party B; and
	 
	 	3.1.7	 	Run An has completed all necessary governmental approval, license,
registration and filing.





Article 4 Disputes





	4.1	 	Both parties shall strive to settle any dispute, conflict, or claim arising from the
interpretation or performance (including any issue relating to the existence, validity and
termination of this Agreement) in connection with this Agreement through friendly
consultation. In case no settlement can be reached within thirty (30) day after one party
requests for the settlement, each party may submit such dispute to China International
Economic and Trade Arbitration Commission (the “CIETAC”) for arbitration in accordance with
its rules. The arbitration award shall be final and binding upon the parties.
	 
	4.2	 	The seat of the arbitration shall be Shanghai.
	 
	4.3	 	The language for the arbitration proceedings shall be Chinese.





Article 5 Miscellaneous





	5.1	 	This agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assignees. Without prior written approval of Party A, Party B can
not assign, pledge or otherwise transfer any right, benefit or obligation under this
agreement.
	 
	5.2	 	Party B agrees that Party A can assign its rights and duties under this Agreement to a third
party when it thinks necessary, in which case Party A only needs to give a written notice to
Party B and no further consent of Party B is required.
	 
	5.3	 	The execution, validity, interpretation, performance, amendment, termination and resolution
of disputes in connection with this Agreement shall be governed by the laws of the PRC.
	 
	5.4	 	This Agreement shall be formed on the date of execution. And both parties hereto agree that
the terms and conditions of this Agreement shall be effective as of the date on which Party B
has obtained the loan and shall expire when both parties have fully performed their
obligations under this Agreement.
	 
	5.5	 	Party B cannot terminate or revoke this Agreement unless (a) Party A commits a gross
negligence, fraud or other material illegal acts; or (b) Party A goes bankrupt.
	 
	5.6	 	This Agreement may not be amended or modified except with a written agreement reached by both
parties. In case of anything not covered herein, both parties may sign a written supplementary
agreement. Any amendment, modification, supplement or annex to this Agreement shall form an
integral part of this Agreement.
	 
	5.7	 	This Agreement constitutes the entire agreement of the parties hereto with respect to the
subject matters hereof and supersedes all prior verbal discussions or written agreements
between the parties with respect to subject matters hereof.
	 
	5.8	 	This Agreement is severable. If any clause of this Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall have no effect on the validity or
enforceability of the remainder of this Agreement.
	 
	5.9	 	Each party should protect the confidentiality of the information concerning the other party’s
business, operation, financial situation or other confidential information obtained under this
Agreement or during the performance of this Agreement.
	 
	5.10	 	This Agreement shall be executed in two originals, with each party holding one original. All
originals shall have the same legal effect.




3









 










IN WITNESS WHEREOF, each party has caused this Agreement to be executed by himself, its legal
representative or its duly authorized representative as of the date first written above.




Party A: Qianjin Network Information Technology (Shanghai) Company Limited



[Company Seal of Qianjin Network Information Technology (Shanghai) Company Limited]




Signature: ______________________________




Authorized Representative:

Title:




Party B: JIN Weimin




Signature: /s/ JIN Weimin                                  




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LOAN AGREEMENT



This Loan Agreement (hereinafter referred to as “Agreement”) is made and entered into as of
September 11, 2007 by and between the following parties:





			
	Party A:	 	Qianjin Network Information Technology (Shanghai) Company Limited; and






			
	Party B:	 	WANG Tao

Nationality: China

ID No.:

Address: No. 6, Deng Lai Hutong, Xuanwu District, Beijing




(hereinafter referred to as to a “Party” individually, and the “Parties” collectively)




WHEREAS:





	3.	 	Party A is an enterprise incorporated in the People’s Republic of China (the “PRC”); and
	 
	4.	 	Party A agrees to provide a loan to Party B with the funds invested as capital contribution
into Beijing Run An Information Consultancy Company Limited (the “Run An”).




NOW THEREFORE, Party A and Party B hereby agree to enter into this Agreement under the following
terms and conditions and to perform this Agreement according to such terms and conditions:




Article 1 Loan





	1.1	 	Party A agrees to provide a loan to Party B with an aggregate principal amount of
RMB3,000,000.
	 
	1.2	 	Party B agrees that the total amount of the loan is invested as capital contribution into Run
An. Unless Party A’s prior written consent is obtained, Party B shall not use the
aforementioned loan for any other purpose.
	 
	1.3	 	Both Parties hereby agree and confirm that, except as otherwise provided for herein, the loan
under this Agreement is interest-free. However, if, at the time the loan is due and Party B
needs to transfer his equity interests in Run An to Party A or its designated persons, the
actual transfer price is higher than the loan principal due to legal requirements or other
reasons, the amount in excess of the loan principal, to the extent permitted by law, shall be
deemed as interests or capital utilization cost, which shall be repaid to Party A together
with the loan principal.
	 
	1.4	 	Both parties hereby agree and confirm that Party B may repay the loan only in the following
manner: if permitted by PRC laws, Party B or its successor or assign shall transfer the equity
interests in the Company to Party A or its designated persons and use the proceeds from such
transfer to repay the loan, when the loan is due and Party A gives a written notice.
	 
	1.5	 	Both parties hereby agree and confirm that Party B shall be deemed to have fully performed
his obligations under this Agreement only if the following requirements are met:






	 	1.5.1	 	Party B has transferred all his equity interests in the Company to Party A
and/or its designated persons; and,
	 
	 	1.5.2	 	Party B has paid the total proceeds from such transfer or the maximum
amount (including principal and the highest loan interest permitted under then
applicable law) allowed by applicable law as repayment of the loan to Party A.




1









 











Article 2 Term





	2.1	 	The term of the loan starts from the date when Party B has received the loan until ten (10)
years after the execution of this Agreement and may be extended upon written agreement of the
Parties hereto.
	 
	2.2	 	During the term of the loan or any extension thereof, Party A may notify Party B in writing
that the loan under this Agreement is due and payable immediately and request Party B to repay
the loan in the manner specified herein, if any of the following events occurs:






	 	2.2.1	 	Party B resigns from or is dismissed by Party A or its affiliates;
	 
	 	2.2.2	 	Party B dies or becomes a person without capacity or with limited capacity
for civil acts;
	 
	 	2.2.3	 	Party B commits a crime or is involved in a crime; or
	 
	 	2.2.4	 	Any other third party claims more than RMB500,000 against Party B.





Article 3 Representations and Warranties





	3.1	 	Party A hereby represents and warrants to Party B that, as of the execution date of this
Agreement:






	 	3.1.1	 	Party A is a wholly foreign-owned enterprise incorporated and validly
existing under the laws of PRC;
	 
	 	3.1.2	 	Party A has the right to execute and perform this Agreement. The execution
and performance of this Agreement by Party A comply with its business scope, articles
of association and other organizational documents. Party A has obtained all necessary
and appropriate approvals and authorizations for the execution and performance of
this Agreement;
	 
	 	3.1.3	 	The principal of the loan to Party B is legally owned by Party A;
	 
	 	3.1.4	 	The execution and performance of this Agreement by Party A do not violate
any laws, regulations, approvals, authorizations, notices, other governmental
documents to which Party A is subject, any agreement signed by it with any third
party or any undertaking made by it to any third party; and
	 
	 	3.1.5	 	When executed by the Parties hereto, this Agreement shall constitute the
legal, valid and binding obligations of Party A.






	3.2	 	Party B hereby represents and warrants to Party A that, from the execution date of this
Agreement until this Agreement terminates:






	 	3.1.1	 	Run An is a company incorporated and validly existing under the laws of
PRC;
	 
	 	3.1.2	 	Party B has the right to execute and perform this Agreement. The execution
and performance of this Agreement by Party B comply with its business scope, articles
of association and other organizational documents. Party B has obtained all necessary
and appropriate approvals and authorizations for the execution and performance of
this Agreement;
	 
	 	3.1.3	 	The execution and the performance of this Agreement by Party B do not
violate any laws, regulations, approvals, authorizations, notices, other governmental
documents to which Party B is subject, any agreement signed by Party B with any third
party or any undertaking made by Party B to any third party;
	 
	 	3.1.4	 	When executed by the parties hereto, this Agreement shall constitute the
legal, valid and binding obligations of Party B;
	 
	 	3.1.5	 	Party B has paid contribution in full for its equity interests in Run An
in accordance with applicable laws and regulations;




2









 












	 	3.1.6	 	There are no pending or threatened disputes, litigation, arbitration or
other administrative proceedings or other legal proceedings in connection with the
equity interests of the Company held by Party B; and
	 
	 	3.1.7	 	Run An has completed all necessary governmental approval, license,
registration and filing.





Article 4 Disputes





	4.1	 	Both parties shall strive to settle any dispute, conflict, or claim arising from the
interpretation or performance (including any issue relating to the existence, validity and
termination of this Agreement) in connection with this Agreement through friendly
consultation. In case no settlement can be reached within thirty (30) day after one party
requests for the settlement, each party may submit such dispute to China International
Economic and Trade Arbitration Commission (the “CIETAC”) for arbitration in accordance with
its rules. The arbitration award shall be final and binding upon the parties.
	 
	4.2	 	The seat of the arbitration shall be Shanghai.
	 
	4.3	 	The language for the arbitration proceedings shall be Chinese.





Article 5 Miscellaneous





	5.1	 	This agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assignees. Without prior written approval of Party A, Party B can
not assign, pledge or otherwise transfer any right, benefit or obligation under this
agreement.
	 
	5.2	 	Party B agrees that Party A can assign its rights and duties under this Agreement to a third
party when it thinks necessary, in which case Party A only needs to give a written notice to
Party B and no further consent of Party B is required.
	 
	5.3	 	The execution, validity, interpretation, performance, amendment, termination and resolution
of disputes in connection with this Agreement shall be governed by the laws of the PRC.
	 
	5.4	 	This Agreement shall be formed on the date of execution. And both parties hereto agree that
the terms and conditions of this Agreement shall be effective as of the date on which Party B
has obtained the loan and shall expire when both parties have fully performed their
obligations under this Agreement.
	 
	5.5	 	Party B cannot terminate or revoke this Agreement unless (a) Party A commits a gross
negligence, fraud or other material illegal acts; or (b) Party A goes bankrupt.
	 
	5.6	 	This Agreement may not be amended or modified except with a written agreement reached by both
parties. In case of anything not covered herein, both parties may sign a written supplementary
agreement. Any amendment, modification, supplement or annex to this Agreement shall form an
integral part of this Agreement.
	 
	5.7	 	This Agreement constitutes the entire agreement of the parties hereto with respect to the
subject matters hereof and supersedes all prior verbal discussions or written agreements
between the parties with respect to subject matters hereof.
	 
	5.8	 	This Agreement is severable. If any clause of this Agreement is held to be invalid or
unenforceable, such invalidity or unenforceability shall have no effect on the validity or
enforceability of the remainder of this Agreement.
	 
	5.9	 	Each party should protect the confidentiality of the information concerning the other party’s
business, operation, financial situation or other confidential information obtained under this
Agreement or during the performance of this Agreement.






	5.10	 	This Agreement shall be executed in two originals, with each party holding one original. All
originals shall have the same legal effect.




3









 










IN WITNESS WHEREOF, each party has caused this Agreement to be executed by himself, its legal
representative or its duly authorized representative as of the date first written above.




Party A: Qianjin Network Information Technology (Shanghai) Company Limited




[Company Seal of Qianjin Network Information Technology (Shanghai) Company Limited]




Signature: ______________________________




Authorized Representative:

Title:




Party B: WANG Tao




Signature: /s/ WANG Tao                                  





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