Exhibit 4.45





Exhibit 4.45




[Translated from the original Chinese version]




LOAN AGREEMENT




The Loan Agreement (the “Agreement”) is entered into as of August 3rd, 2009 among the following
parties in Beijing, the People’s Republic of China (the “PRC”):



LENDER: Fortune (Beijing) Success Technology Co., Ltd.

Registered Address: Room 621, Beijing Aerospace CPMIEC Building, No.3 Haidian South Roadi, Haidian
District, Beijing



BORROWER A: LIN YANG

Address: 9/F.,Tower C, Corporate Square No.35 Financial Avenue Xicheng District, Beijing 100140
China

ID No.: 371100197603010016




BORROWER B: SHAOMING SHI

Address: 9/F.,Tower C, Corporate Square, No.35 Financial Avenue Xicheng District, Beijing 100140
China

ID No.: 371323198204096115




Borrower A and Borrower B are collectively referred to as the “Borrowers”.



WHEREAS,





	 	1.	 	The Borrowers desire to establish Shenzhen Shangtong Software Co., Ltd.(the
“Company”) whose registered capital will be RMB1,000,000, and Borrower A and Borrower B
will respectively hold 55% and 45% of the equity interest in the Company.






	 	2.	 	The Borrowers desire to borrow a loan (the “Loan”) from the Lender to invest in the
Company.






	 	3.	 	The Lender agrees to provide the Loan to Borrowers.





THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and joint
development, through friendly negotiation, the Parties hereby enter into the following agreements.



ARTICLE 1. LOAN




1.1 Lender agrees to provide the Loan to Borrowers as follows: providing RMB550,000

to Borrower A, and RMB450,000 to Borrow B.



1.2 Term for such Loan shall be ten (10) years which may be extended upon the agreement of the
Parties (the “Term”).



1.3 Notwithstanding the foregoing, in the following circumstances, Borrowers shall repay the Loan
regardless if the Term has expired:



(1) Borrowers decease or become a person without legal capacity or with limited legal capacity;




(2) Borrowers commit a crime or are involved in a criminal act; or




(3) Lender or its designated assignee can legally purchase Borrower’s interest in the Company under
the PRC law and Lender chooses to do so.



1.4 Subject to the satisfaction of the conditions precedent as specified in Article 2, Lender shall
remit the amount of the Loan direct to the bank account designated by Borrowers payment within 7
days after
receiving the written request of payment of Borrowers. Borrowers shall send a written receipt of
the Loan to Lender within 1 day after receiving the Loan.


 


 









 





1.5 The Loan shall only be used by Borrowers to the contribution of the registered capital of the
Company. Without Lender’s prior written consent, Borrowers shall not use the Loan for any other
purpose or transfer or pledge their interests in the Company to any third party.



1.6 Borrowers can only repay the Loan by transferring all of their interests in the Company
obtained by using the Loan to Lender or a third party designated by Lender when such transfer is
permitted under the PRC law.



1.7 Lender and Borrowers 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 Borrowers’ shares in the Company 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 Borrowers’ interest in the Company, the purchase price shall be reduced on a
pro rata basis.



1.8 In the event when Borrowers transfer their shares in the Company 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 Borrowers to Lender in full.



ARTICLE 2. CONDITIONS PRECEDENT TO DISBURSEMENT




The following conditions must be satisfied before the Loan is disbursed to Borrowers:



2.1 Lender has received the request of payment sent by Borrowers pursuant to Article 1.4;




2.2 Borrowers and Lender have executed the Share Pledge Agreement to the satisfaction of Lender;




2.3 Borrowers and Lender have executed the Option Purchase and Cooperative Agreement to the
satisfaction of Lender;



2.4 The above Share Pledge Agreement and the Option Purchase and Cooperative Agreement have been
and remain effective. The parties to the contracts or agreements have not materially breached any
term or condition thereof, and all the necessary governmental approval, consent, authorization and
registration have been obtained or completed.



2.5 The representations and warranties specified in Article 3 herein is true and accurate on the
date of Lender’s receiving the request of payment and the date of making the payment.



2.6 Borrowers have not materially breached any terms or conditions hereof.



ARTICLE 3. REPRESENTATION AND WARRANTIES




3.1 Lender hereby represents and warrants to Borrowers that:



(1) Lender is a company registered and validly existing under the laws of China;




(2) Lender has full right, power and all necessary approvals and authorizations to execute and
perform this Agreement;



(3) the execution or performance of this Agreement shall not violate any significant contract or
agreement to which the Lender is a party or by which the Lender is or its assets are bounded;



(4) 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 Borrowers hereby represent and warrant to Lender that:



(1) Borrowers have full right, power and all necessary and appropriate approval and authorization
to execute and perform this Agreement;



(2) the execution or performance of this Agreement shall not violate any significant contract or
agreement to which the Borrowers are parties or by which the Borrowers or their assets are bounded;



(3) this Agreement shall constitute the legal and valid obligations of Borrowers, which is
enforceable against Borrowers in accordance with its terms upon its execution; and



(4) there are no legal or other proceedings before any court, tribunal or other regulatory
authority pending or threatened against Borrowers.



ARTICLE 4. CONFIDENTIALITY




Without prior approval of the parties, any party shall keep confidential the content of the
agreement, and shall not disclose to any other person the content of the agreement or make any
public disclosure of the content hereof. However, the article does not make any restrictions on (i)
any disclosure made in accordance with relevant laws or regulations of any stock exchange market;
(ii) any disclosed information which may be obtained through public channels, and is not caused so
by the defaulting of the disclosing party; (iii) any disclosure to shareholders, legal consultants,
accountants, financial consultants and other professional consultants of any parties; or (iv)
disclosure made to one party’s potential buyer of shares/assets, other investors, debt or share
financing providers, and the receiving party shall make proper confidentiality undertakings (in the
event that the transfer party is not Lender, the approval from Lender shall be obtained as well).



ARTICLE 5. GOVERNING LAW AND LIABILITY FOR BREACH




5.1 The execution, validity, interpretation, performance, implementation, termination and
settlement of disputes of this Agreement shall be governed by the laws of People’s Republic of
China.



5.2 Any violation of any provision hereof, incomplete performance of any obligation provided
hereunder, any misrepresentation made hereunder, material concealment or omission of any material
fact or failure to perform any covenants provided hereunder by any Party shall constitute an event
of default. The defaulting Party shall assume all the legal liabilities pursuant to the applicable
laws.



ARTICLE 6. SETTLEMENT OF DISPUTES




6.1 Any dispute arising from the performance of this Agreement shall be first subject to the
Parties’ friendly consultations. If such consultation fails, such dispute can be submitted to
arbitration.



6.2 The arbitration shall be administered by the Beijing branch of China International Economic and
Trade Arbitration Commission in accordance with the then effective arbitration rules of the
Commission in Beijing.



6.3 The arbitration award shall be final and binding on the Parties. The costs of the arbitration
(including but not limited to arbitration fee and attorney fee) shall be borne by the losing party,
unless the arbitration award stipulates otherwise.


 


 









 





ARTICLE 7. MISCELLANEOUS




7.1 This Agreement shall take effect after the execution of the Parties.



7.2 Upon the effectiveness of the agreement, the parties shall fully perform the agreement. Any
modifications of the agreement shall only be effective in written form, through consultations of
the parties.



7.3 This Agreement is executed in three (3) counterparts. Each Party shall each hold one
counterpart.



(The reminder of this page is intentionally left blank.)




 


 









 







[Execution page only]




LENDER:



Fortune (Beijing) Success Technology Co., Ltd.

Seal:

Authorized Representative:




BORROWER A: Lin Yang




(Signature)




BORROWER B: Shaoming Shi



(Signature)