Exhibit 4.151






Exhibit 4.151




[Translated from the original Chinese version]




ENTRUSTED LOAN CONTRACT




Hua Xia Bank Co., Ltd.



 


 









 





ENTRUSTED LOAN CONTRACT




Contract No.: YYB291072090002




Party A (Trustor): Fortune (Beijing) Success Technology Co., Ltd.

Address: Room 623 Beijing Aerospace CPMIEC Building,
No. 30, Hai Dian South Road, Haidian District, Beijing




			
	Post Code: 100080

	 	Legal Representative: Jun Wang
	Tel: 58325305

	 	Fax: 58325300






Primary Account Bank: China Construction Bank Fuxing Sub-branch

Bank Account Number: 11001046500053002872




Party B
(Lender) (Trustee): Hua Xia Bank Co. Ltd. Beijing Zizhuqiao Sub-branch

Address: No. 5, Guangyuanzha, Haidian District, Beijing




			
	Post Code: 100081

	 	Legal Representative /Principal: Jia Li
	Tel: 68484496

	 	Fax: 68703175






Party C (Borrower): Beijing CFO Premium Technology Co., Ltd.

Address: Building No. 29, Compound No.9, Anningzhuang West Road, Haidian District, Beijing




			
	Post Code: 100000

	 	Legal Representative /Principal: Wei Xiong
	Tel: 58325305

	 	Fax: 58325300






Primary Account Bank: Bank of Communications Beijing Branch Business Department

Bank Account Number: 110060149018170034355




Party A agrees to entrust Party B to provide an entrusted loan to Party C. Pursuant to The
Contract of Entrustment of Entrusted Loan entering on January 12, 2009, No.
YYB29(Entrustment)20090001 and under the principles of equality, fairness and principal of
reciprocity, the parties hereto agree to enter into this contract (the “Contract”) in accordance
with relevant laws and regulations of the People’s Republic of China.



Article 1 Type of Entrusted Loan




1.1 Entrusted loan under this Contract is

× Short-term Entrusted Loan × Mid-term Entrusted Loan Ö Long-term Entrusted Loan.




Article 2 Currency and Amount of Entrusted Loan




2.1 The currency of loan under this Contract is Ö Renminbi   × US Dollar × Other Currency________




2.2 The amount of loan under this Contract is 100,000,000




 


 









 





Article 3 Purpose of Entrusted Loan




3.1 The loan under this Contract shall be used only for the purposes of research and development,
promotion, renting and others. Party C shall not change the purpose of entrusted loan without the
written consent of Party A.



Article 4 Term of Entrusted Loan




4.1 The term of the entrusted loan under this Contract shall be 60 months.



4.2 The
entrusted loan hereunder shall be granted according to the agreed method as follows:



Ö payment in one lump-sum. Party B shall remit the loan under this Contract to Party C’s account in
one lump sum on January 12, 2009.



× Payment by installments. Party B shall remit the loan to Party C’s account by installments
according to the following sequences, time and amounts:



1st:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 



2nd:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 



3rd:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 



4th:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 



5th:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 






4.3 If there is any discrepancy between the actual disbursement date of entrusted loan and the term
provided hereof, the date shown on the loan voucher shall prevail.



Article 5 Interest Rate of Entrusted Loan




5.1 The entrusted loan under this Contract shall be subject to the following agreements:



Ö The interest rate applies to the entrusted loan under this Contract shall be 3% (annual rate).



× Party A and Party C shall determine the interest rate of entrusted loan every
__

months according
to the foreign exchange benchmark lending rate released by Party B. The interest rate from
withdrawal day to the first date of settlement of interest shall be
__
%(annual rate).



× Floating loan rate is composed of
__
(LIBOR/HIBOR) for
__
months+
__% interest rate spread with
interest rate fluctuates every
 _____ 

months. (LIBOR refers to the inter-bank offered rate of the same
currency and terms announced by the British Bankers’ Association (BBA) and provided by financial
terminals, such as Reuters and released by Party B’s headquarter 2 banking days before withdrawal
day or interest adjustment date. HIBOR refers to the inter-bank offered rate of the same currency
and terms announced by the Hong Kong Association of Banks (HKAB) and provided by financial
terminals, such as Reuters and released by Party B’s headquarter 2 banking days before withdrawal
day or interest adjustment date.)


 


 









 





5.2 One of the interest payment methods below shall be selected applying to the loan under this
Contract:



× Interest payment shall be made monthly, interest payment date shall be the 20th every
month, and the last payment shall be made on the Termination Date of this Contact.



Ö Interest payment shall be made quarterly, interest payment date shall be the 20th of
the last month of every quarter, and the last payment shall be made on the Termination Date of this
Contact.



× Interest payment shall be made in a lump-sum along with the principal on the Termination Date of
this Contact.



5.3 Under the circumstances that any adjustments of the relevant RMB benchmark lending rate of the
People’s Bank of China occurs during the term of this Contract, the interest rate hereunder shall
be conducted as follows:



Ö
Interest rate under hereunder shall remain unchanged.



× Under the circumstance that interest payment is made monthly, the interest rate hereunder shall
be adjusted monthly, the adjusted loan interest rate shall apply from the next day of the first
interest payment date after adjustment.



× Under the circumstance that interest payment is made quarterly, the interest rate hereunder shall
be adjusted quarterly, the adjusted loan interest rate shall be applied from the next day of the
first interest payment date after adjustment.



× The interest rate hereunder shall be adjusted annually.



5.4 Any adjustment of the interest rate hereunder according to Article 5.3 shall be determined by
 / % upward or  / % downward to the adjusted RMB benchmark lending rate of the
People’s Bank of China _.



5.5 In the event that any variation occurs to the loan interest rate of this Contract, penalty
interest rate shall automatically change accordingly. The penalty interest rate shall be applied
simultaneously with the lending rate of this Contract and calculated in sections.



5.6 For any adjustment in accordance with the above agreements, it is unnecessary for Party A to
obtain approval from Party C.



Article 6 Conditions Precedent to the granting of entrusted loan




6.1 Party A shall guarantee that Party A has remitted the loan in full to the entrusted loan
account which it has opened at Party B before the loan is granted. Party A shall be held
responsible for breach of the Contract if the entrusted loan is not granted on time due to Party
A’s delay in remitting the loan.



6.2 Party A shall deliver the loan release notice to Party B 3 days before the agreed loan release
day when the conditions for borrowing required are satisfied. If the entrusted loan is not granted
on time due to the loan release notice not received by Party B, Party A shall be held responsible
for breach of the Contract.



6.3 Party C shall submit the transfer voucher of the entrusted loan when withdrawing the Loan. The
transfer voucher of the Loan shall have the same legal effect with this Contract.


 


 









 





Article 7 Repayment of Entrusted Loan




7.1 Party C shall repay the principal and interest of the entrusted loan hereunder with but not
limited to operating income, which shall not be invoked to escape the obligation to repay the loan
under this Contract under any circumstance.



7.2 Party C shall select a method below to repay the principal of the entrusted loan hereunder:



Ö Pay off in one lump sum. Party C shall pay off the principal of the entrusted loan hereunder in
one lump sum on January 12, 2014.

× Pay off by installments. Party B shall pay off the principal of the entrusted loan hereunder
according to the following sequences, time and amounts:



1st:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 



2nd:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 



3rd:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 



4th:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 



5th:
 _____ 

/
 _____ 

/
 _____ 

/(Year/Month/Day), Amount
 _____ 






7.3 If there is any discrepancy between the last maturity date of entrusted loan and the above
term, the date shown on the transfer voucher of the loan shall prevail. For other maturity dates of
pay off by installments, this Contract shall prevail.



7.4 Party C shall pay the amount (principal and interest) in full into the entrusted loan account
which it has opened at Party B on payment dates (interest payment date and principal payment date)
and Party B is entitled to transfer the amount directly from the account. If the payment dates fall
in legal holidays, it shall be put off to the next business day.



7.5 Party B is entitled to transfer the amount unpaid or insufficient directly from Party C’s
accounts opened at every business establishment of Huaxia Bank. Under the circumstance that
currency type of the transferred amount different than the currency type under the Contract, the
official quotation posted by Party B on the date of the transference shall be applied to
calculation.



7.6 When the principal of the entrusted loan is squared up, the interest shall be paid off along
with the principal.



Article 8 Service Commission for Entrusted Loan




8.1 Party B shall charge service commission of the entrusted loan under this Contract based on the
complexity level, amount and terms of the loan. Service Commission shall be charged in the
following manner:



× Party A shall pay the service commission in one lump sum when the entrusted loan is released with
Annual Rate of
 __%.



× Party A shall pay the service commission quarterly on the 20th of the last month of
every quarter with Quarter Rate of
 __%.



× Party C shall pay the service commission in one lump sum when the entrusted loan is released with
Annual Rate of
 __%.



× Party C shall pay the service commission quarterly on the 20th of the last month of
every quarter with Quarter Rate of
 __%.



 


 









 





8.2 When Party A pays the service commission, Party B is entitled to deduct directly from Party A’s
account. When Party C pays the service commission, Party A shall be responsible for supervision. In
the event that Party C does not pay the service commission on time, Party B is entitled to deduct
directly from Party A’s account.



Article 9 Risk liability of Entrusted Loan



9.1 Party A shall take the risk liability for the recovery of the entrusted loan hereunder. Party
B has no risk liability to repay the principal or interest.



Article 10 Entrusted Loan Guarantee




10.1 Party A and guarantor shall enter into separate agreement to address the issues in connection
with the guarantee hereunder.



Article 11 Rights and Obligations of Party A




11.1 Party A shall have the right to request Party C to provide related information of the
entrusted loan under this Contract.



11.2 Party A shall have the right to inspect the use of the entrusted loan hereunder and learn
Party C’s status such as operation activities, financial status, guarantee offering and dispute
over obligation status.



11.3 Party A shall have the right to entrust Party B to deduct the unpaid principal, interest,
compound interest, penalty interests, liquidated damages, indemnity of the entrusted loan and all
charges for realizing the creditor’s right under this Contract from the account of Party C.



11.4 Party A shall have to right to entrust Party B to suspend the release of the entrusted loan
and call in the Loan ahead of schedule if Party C fail to fulfill the obligation of the Contract.



11.5 Party A shall have the right to entrust Party B to suspend the release of the entrusted loan
and call in the entrusted loan ahead of schedule under the circumstances that the operation and
financial status of Party C or Party C’s guarantor deteriorate, or dispute over obligation between
Party C or Party C’s guarantor with other person, Party C’s guarantor forfeit the ability to
undertake the joint and several liabilities, or damages, losses or serious impairment occurred to
the mortgage (pledge) or other situation occurred endangering the security of the entrusted loan.



11.6 Under the circumstances that Party C changes its mode of operation, system or legal status
which endangers the security of the entrusted loan, Party A shall have the right to entrust Party B
to suspend the release of the entrusted loan and call in the entrusted loan ahead of schedule and
take necessary measures in accordance with law to realize the creditor’s right under this Contract.



 


 









 





11.7 Party A shall keep confidential of situations of claims, obligations, production and operation
status provided by Party C, except as otherwise provided by law.



11.8 Party A shall take the responsibility of pressing and protecting the recovery of the loan.



Article 12 Rights and Obligations of Party B




12.1 Party B shall have the right to deduct the unpaid principal, interest, compound interest,
penalty interests, liquidated damages, indemnity of the entrusted loan and all charges for
realizing the creditor’s right from the account of Party C pursuant to the entrustment of Party A
under this Contract.



12.2 Party B shall have the right to request Party A to deposit the amount of money needed for the
entrusted loan duly under this Contract.



12.3 Party B shall have the right to suspend the release of the entrusted loan and/or call in the
entrusted loan ahead of schedule pursuant to the entrustment of Party A.



12.4 Party B shall process the issuance and recovery of the entrusted loan timely pursuant to this
Contract.



12.5 Party B shall issue and send the interest list and loan collection notice on behalf of Party A
only pursuant to the entrustment of Party A in writing.



Article 13 Rights and Obligations of Party C




13.1 Party C shall have the right to withdraw and use the entrusted loan pursuant to this Contract.



13.2 Party C shall use the entrusted loan according to the purposes agreed upon in this Contract.



13.3 Party C shall coordinate with the pre-loan investigation, mid-loan supervision and post-loan
inspection pursuant to the request of Party A, and provide the documents including but not limited
to:



13.3.1 Business license, Business Operation Permit, tax Registration Certificate, entrusted loan

certificate (card);


13.3.2 Details of all banks of deposit, account numbers and balances of entrusted loan;


13.3.3 Balance sheets, income statements and cash flow statements;


13.3.4 Production business plans, statistical reports, projects budget and final accounts data;


13.3.5 Information of guarantee offered for others and/or oneself;


13.3.6 Information of dispute over obligations with others;


13.3.7 The use of the entrusted loan under this Contract.




Among the above, Party B shall provide annual (annual/quarterly/monthly) balance sheets,
income statements and cash flow statements, etc.



 


 









 





13.4 Party C shall repay the principal and interest of the entrusted loan in accordance with this
Contract.



13.5 Party C shall inform Party A in writing 30 days before changes occurs to the mode of
operation, system or legal status including but not limited to contracting, leasing, trust, assets
reconstructuring, debt restructuring, enterprise shareholding system reform, joint management,
consolidation(merger), separation, compensated transferring of property right, joint venture
(contractual joint venture), reduction of registered capital, application for business suspension
for rectification, application for dissolution(revocation), application for reorganization,
reconciliation and bankruptcy, etc., and execute liquidity under the Contract agreed by Party A in
writing, or provide new guarantee approved by Party A. Otherwise, Party C shall not carry on the
above activities before all the debt is paid off under this Contract.



13.6 Party C shall inform Party A within 3 days after changes occurs to the mode of operation,
system or legal status of Party C including but not limited to being proclaimed to make application
for business suspension for rectification, dissolution(revocation), reorganization, reconciliation
and bankruptcy, etc. Party C shall take full and effective measures to protect Party A’s
creditor’s right.



13.7 Party C shall inform Party A in writing within 3 days after situations occur that endanger
Party C’s normal operating or Party A’s security of creditor’s right. Party C shall take full and
effective measures to protect Party A’s creditor’s right.



Article 14 Representations and Warranties of Party C




14.1 Party C is a duly registered and validly existing legal unit. Party C is entitled to dispose
of the property being operated and managed by Party C, operate businesses relevant to the use of
the entrusted loan under this Contract, and enter into and perform this Contract.



14.2 Party C has acquired the approval from upper level competent department or the board of
directors of Party C to enter into this Contract and all necessary authorizations.



14.3 Party C’s entering and implementing of this Contract is not in conflict with any regulations
(including Corporation Charter) or other agreements binding upon Party C and its assets, including
but not limited to guarantees offered by Party C to others and/or itself.



14.4 All the documents and data provided by Party C to Party A and Party B including but not
limited to financial statements, loan contracts still in the course of implementing and guarantees
offered by Party C to others and/or itself shall be authentic, accurate, lawful and valid.



 


 









 





Article 15 Liabilities for Breach of Contract of Party A




15.1 During the effective period of this Contract, if the entrusted loan is not granted on time due
to Party A’s delay in remitting the loan amount, Party A shall not only deposit the full amount,
but also pay off the penalty C with annual rate of / % based on the default amount and
number of delayed days.



Article 16 Liabilities for Breach of Contract of Party B




16.1 Under the circumstance that Party A has provided the loan amount under this Contract and the
guarantee procedures are properly settled, if Party B fail to release the entrust loan on the
agreed date and with the agreed amount according to the Contract, Party B shall not only release
the full amount, but also pay off the penalty C with annual rate of / % based on the
default amount and number of delayed days.



16.2 In the event of Party B breaching the Contract and allowing Party C to delay payment or repay
the loan ahead of schedule without permission, Party B shall pay off the delayed amount or penalty
as much as  / in ten-thousand of the amount repaid ahead of schedule.



Article 17 Liabilities for Breach of Contract of Party C




17.1 During the effective period of this Contract, Party C shall be taken as default, and Party A
has authority to entrust Party B to suspend the release of the entrusted loan and call in the
entrusted loan ahead of schedule:



17.1.1 The financial statements provided to Party A are false or conceal material facts, financial
or operational activities.



17.1.2 Not truthfully providing information and data of its account numbers with all the banks,
balance of deposit and outstanding loan, and details of guarantees to Party A and Party B.



17.1.3 Refuse to be supervised of the use of the entrusted loan and related production, operation
and financial activities by Party A and Party B.



17.2 During the effective period of this Contract, Party C shall be taken as default when any of
the situations below occurs, and Party A has authority to entrust Party B to suspend the release of
the entrusted loan and call in the entrusted loan ahead of schedule. Party C shall be charged
penalty interest according to the agreement below based on the days the entrusted loan is used in
default, until the day that all the principal and interest of the loan is paid off:



17.2.1 Under the circumstance that the principal or interest of the entrusted loan is not paid off
by the agreed term pursuant to the Contract, Party C shall be charged interest and compound
interest on late payment with annual rate of  __/__ %.



17.2.2 Under the circumstances that Party C fails to use the entrusted loan according to the
purposes agreed upon in this Contract or Party C uses the entrusted loan for lending to seek
unlawful profit, Party C shall be charged penalty and compound interest on cheating for entrusted
loan by fraudulent means with annual rate of __/__ %.



 


 









 





17.3 Under the circumstances that Party C fails to inform Party A of changes occurs to the mode of
operation, system or legal status of Party C or fails to implement the liability under the Contract
agreed by Party A in writing, or fails to provide new guarantee approved by Party A, Party A shall
have to right to entrust Party B to suspend the release of the entrusted loan and call in the
entrusted loan ahead of schedule and take necessary measures in accordance with laws to fulfill the
creditor’s right under this Contract.



17.4 Party C shall be taken as default when Party C fails to provide authentic, accurate financial
reports without any material fact concealed, Party A shall have the right to entrust Party B to
suspend the release of the entrusted loan and call in the entrusted loan ahead of schedule and take
necessary measures in accordance with laws to fulfill the creditor’s right under this Contract.



17.5 In the event that Party C fails to implement any obligation under this Contract or guarantee
contract which impairs Party A’s creditor’s right, Party A shall have to right to entrust Party B
to suspend the release of the entrusted loan and call in the entrusted loan ahead of schedule and
take necessary measures in accordance with laws to fulfill the creditor’s right under this
Contract.



17.6 Party C shall be held responsible for any loss of Party A due to Party C’s default.



Article 18 Prepayment




18.1 Party C shall inform Party A in writing 10 business days prior to the making prepayment with
Party A’s approval. Party C shall keep carrying out this Contract if Party A dissent Party C’s
prepayment.



18.2 Party C shall pay interest for the prepaid part based on the amount and the actual period of
the prepaid part and the rate of interest provided in Article 5.



Article 19 Extension of Entrusted Loan




19.1 Party C can apply to Party A for an extension of the entrusted loan upon the expiry of the
loan.



19.2 Party C shall apply to Party A in writing for an extension of the entrusted loan and provide
to Party A written documents of the approval of the guarantor for this Contract to provide
guarantee for the extended loan or a new guarantee approved by Party A 15 business days before the
expiry of the loan.



19.3 In the event that Party A consent the extension, Party A shall deliver to Party C the loan
extension notice with valid seal, Party B shall enter into agreement of loan extension. In the
event that Party A dissent the extension, Party C shall keep performing this Contract.



 


 









 





Article 20 Transfer, Change and Dissolution of Contract




20.1 After this Contract comes into force, Party A can transfer the creditor’s right under this
Contract to a third party in whole or in part without Party B or Party C’s permission but should
notify Party B and Party C. After this Contract comes into force, Party C can transfer the debt
under this Contract with Party A’s written approval and written documents of the approval of the
guarantor for this Contract to provide guarantee for the extended loan or a new guarantee approved
by Party A provided to Party A, and Party C shall inform Party B in writing.



20.2 After this Contract comes into force, any Party is forbidden to make unauthorized amendment.
Any amendment shall be made after agreement of all parties and written agreement is signed.



20.3 After this Contract comes into force, before the entrusted loan is released, when situations
endangering the security of the entrusted loan or affecting Party C’s repayment ability occurred or
will occur, Party A shall have right to make unilateral termination of this Contact. In addition,
any Party is forbidden to make unauthorized dissolution of this Contract. The dissolution of this
Contract shall be made after agreement of all parties and written agreement is signed.



20.4 This Contract shall remain valid until the agreement of transfer, amendment and dissolution of
this Contract comes into force.



Article 21 Dispute Resolution



21.1 Any dispute arising from the performance of this Contract shall be resolved through
negotiation between Party A, Party B and Party C. Should such negotiation fails, the dispute shall
be solved in the following manner:



Ö  File law suit with the People’s Court where Party B is located;



× Apply of arbitration to
 _____ 

Arbitration Commission.



Article 22 Special Agreements




22.1 Party C’s obligation of repayment shall not be waived because of the invalidity or termination
of this Contract, changes in Party C’s financial, mode of operation, system or legal status, or any
other agreements or documents signed by Party C with other parties.



22.2 During the period of this Contract, any paperwork sent by Party A and/or Party B to Party C
shall be taken as delivered if Party C fail to inform Party A and Party B in writing of any change
occurred to Party C’s name, legal representative, location, etc.



 


 









 





Article 23 Other Agreements




23.1 Other agreement by all Parties:




Party A shall pay the service commission once a year at annual rate of 0.8% of the entrusted
loan, the first payment shall be on the loan release day.



/chop/ Fortune (Beijing) Success Technology Co., Ltd.


/chop/ Hua Xia Bank Co. Ltd.


/chop/ Beijing Premium Technology Co., Ltd.




23.2
o method is adopted under this
Contract, clauses with Ö  is applicable while clauses with × is
inapplicable.



23.3 Matters not mentioned herein shall be subject to relevant national laws and regulations.
Matters not specified in laws or regulations shall be addressed in terms of written contract,
entered into by and between all Parties, attached as appendix of this Contract and shall have the
same validity as this Contract.



Article 24 The Effectiveness and Termination of Contract




24.1 This Contract shall take effect after it has been signed by all Parties and be terminated when
the principal, interests, compound interests, penalty interests, penalties, damages and all charges
for fulfilling the creditor’s right under this Contract are all paid off.



Article 25 Copy of the Contract




25.1 Party A shall hold One copy of this Contract, Party B shall hold Two copies of
this Contract and Party C shall hold One copy of this Contract, and all four copies have
equal validity.



25.2 The appendixes to this Contract are unseverable parts of this Contract and have the
same validity with this Contract.



Party A: /chop/ Fortune (Beijing) Success Technology Co., Ltd.

Legal Representative (or Authorized Agent): /s/ Jun Wang

Date: January 12, 2009




Party B:
/chop/ Hua Xia Bank Co. Ltd.

Legal Representative /Principal (or Authorized Agent): /s/ Jia Li

Date: January 12, 2009




Party C: /chop/ Beijing Premium Technology Co., Ltd.

Legal Representative (or Authorized Agent): /s/ Wei Xiong

Date: January 12, 2009