Exhibit 10.2


 


LOAN
AND INTEREST PLEDGE AGREEMENT


 


This
Loan and Interest Pledge Agreement (the” Agreement”) is made to be effective as
of the 21st day of June 2004, by Zou Jingchen [CHINESE
SYMBOLS](“Zou”), Wu Fengzheng [CHINESE SYMBOLS] (“Wu”) and Intac International
Holdings Ltd.(“INTAC”)


 


WHEREAS,
INTAC desires to loan One Million and Five Hundred Thousand US Dollars
(US$1,500,000) to two individuals, Zou and Wu;


 


WHEREAS Zou and Wu intend to use this USD
$1,500,000 to purchase a one hundred percentage (100%) ownership share (the
“Interest”) of Tianjin Chengtai International Trading Ltd [CHINESE
SYMBOLS](“Chengtai”)  which has fifteen
percentage (15%) ownership share in a joint venture called Beijing Intac Purun
Educational Development Ltd (“Beijing Joint Venture”)


 


WHEREAS
Zou and Wu intend to transfer such Interest to INTAC upon INTAC’s request.


 


WHEREAS,
Zou and Wu and INTAC intend to secure the loan from INTAC to Zou and Wu with a
security interest in the Interest.


 


NOW,
THEREFORE, FOR AND IN CONSIDERATION of the mutual promises herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Zou, Wu and INTAC agree as follows:


 


1.        AMOUNT AND REPAYMENT OF THE LOAN


 


1.1    Loan
Amount. INTAC agrees, subject
to the terms and conditions of this Agreement, to extend a loan to Zou and Wu
in a total amount of One Million and Five Hundred Thousand US Dollars
(US$1,500,000) (the”Loan”). The Loan shall be interest-free. The Loan amount
shall be provided to Zou and Wu on 23 June , 2004.


1.2    Date of
Repayment. The Loan,
together with any other monies owing under this Agreement by Zou and Wu, shall
become repayable upon the earliest to occur of any of the following events
(each a “Repayement Date”)


 


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1.2.1        in
full, on the occurrence of an Event of Default;


1.2.2        in full
or in part, at INTAC’s sole discretion upon any date selected by INTAC.


1.3    Loan
Repayment. Without INTAC’s
further written consent, repayment will be made by means of assigning all
rights, title and interest in the Interest to INTAC by execution of an
Assignment reasonably acceptable to INTAC. Zou and Wu hereby agree to assign
and / or to cause Chentai to assign, all right, title and interest in the Interest
to INTAC immediately upon INTAC’s request as set forth below.


 


2.        REPRESENTATIONS AND WARRANTIES OF ZOU AND WU


 


2.1    Representations
and Warranties. Each of Zou
and Wu hereby represents and warrants to INTAC that:


 


2.1.1        the
Loan will be used solely for the purpose of purchasing the Interest


2.1.2        they
have and shall maintain the full power and authority to enter into this
Agreement, to borrow the Loan and to perform their obligations hereunder;


2.1.3        there
are no civil or criminal, claims, actions, suits, investigations or proceedings
pending or, to their knowledge, threatened against them;


2.1.4        there
is no provision of any agreement, enforceable judgment or order of any court
binding on them or affecting their property, which would in any way prevent or
materially adversely affect their execution or performance of this agreement


2.1.5        the
execution and performance of this Agreement and the realization of INTAC’s
rights hereunder will not violate any mortgage right, contract judgment, decree
or law that is binding upon it or its assets;


2.1.6        the
Loan and/ or transfer of the Interest as contemplated herein will not result in
the violate any state, federal, international or other law;


2.1.7        they
shall not, directly or indirectly, engage in any business activities that
compete with the Beijing Joint Venture for a period of two (2) years from the
effective date of this Agreement.


2.1.8        They
will, at any time, defend the Interest against any third party claims;


2.1.9        Without
the consent of INTAC, except as expressly permitted hereunder, they will not
arrange or otherwise permit or cause the issuance of any new interests in the
Beijing Joint Venture.


2.1.10      They
shall so or cause to be done all such acts, and execute or cause to be executed
any necessary documents and registrations, such that the


 


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conversion
of the Loan, the Interest Transfer (defined below) and all other transactions
contemplated hereunder are effected in a legal and valid manner; and


2.1.11      They
shall maintain as strictly confidential the existence and provisions of this
Agreement, as well as of any correspondence, resolutions, ancillary agreements
and any other documentation associated herewith.


 


3.        CONVENANTS


 


3.1   Affirmative
Covenants   Each of Zou and Wu hereby covenants that she
will furnish to INTAC, within 10 days after the end of each month after
Chengtai and Beijing Joint Venture have been established, with financial
statements of such entities and such additional information as INTAC may from
time to time reasonably request.


 


3.2   Further
Covenants   Each of Zou and Wu further covenants that, from
the effective date hereof until full repayment of the Loan has been effected,
she will not, directly or indirectly, and will ensure that Beijing Joint
Venture does not, except with the prior written consents of INTAC:


 


3.2.1 incur or assume any debt that is not due and
payable in the ordinary course of its business;


3.2.2
incur or assume any mortgage, pledge or other encumbrance of any kind upon any
assets of Beijing Joint Venture, whether now owned or hereafter acquired;


3.2.3
enter into any agreement, arrangement, commitment or understanding to, or
actually, acquire all or part of the substantial assets of any third party;


3.2.4
enter into any agreement, arrangement, commitment or understanding to, or
actually, sell, lease, or otherwise dispose of any assets of Beijing Joint
Venture, except in the ordinary course of business;


3.2.5
enter into any agreement, arrangement, commitment or understanding to, or
actually, make loans or advances to any third party;


3.2.6
enter into any agreement, arrangement, commitment or understanding to, or
actually, assume, guarantee, endorse or otherwise become liable for the
obligation of any third party or other entity; or


3.2.7
permit the Beijing Joint Venture to conduct any business other than obtaining a
nationwide content provider license for China from the Chinese Ministry of
Information Industry and offering information services over mobile and internet
networks pursuant to such license.


 


3.3   Rights
of INTAC.  Zou and Wu agree that
they shall obtain INTAC’s written approval prior to undertaking any of the
following, directly or indirectly:


 


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3.3.1        appointing
or removing the directors of the Beijing Joint Venture;


3.3.2        appointing
or removing the general manager of the Beijing Joint Venture;


3.3.3        approving
the terms of employment of the Beijing Joint Venture;


3.3.4        appointing
or removing any of the senior management personnel and any key personnel of the
Beijing Joint Venture;


3.3.5        approving
the terms of employment of the senior management personnel and key personnel of
the Beijing Joint Venture; and/or


3.3.6        approving
or authorizing any other operations of the business conducted by the Beijing
Joint Venture.


 


4.        INTEREST PLEDGE/ASSIGNMENT OF RIGHTS


 


4.1   Interest
Pledge.  As security for the
performance in full of the obligations of Zou and Wu under this Agreement, Zou
and Wu each hereby pledges to INTAC (and will cause ChengTai to pledge to
INTAC), and creates (and will cause Chengtai to create) in favor of INTAC or
INTAC’s designee (as appropriate), a first priority security interest in all of
the rights, title and interest in and to:


 


4.1.1        the
Interest; and


4.1.2        all of
her incidental rights with respect to the Interest, now or hereafter acquired.


 


Such
security interest shall be perfected by such actions by Zou and Wu,
individually, or on behalf of Chengtai, as may be reasonably requested by INTAC
from time to time.


 


4.2   Power
of Attorney.  Each of Zou and Wu
hereby irrevocably grants and will cause Chengtai to grant to INTAC or its
designee (as appropriate) full power of attorney for the purpose of carrying
out the provisions of this Agreement, as well as taking any action and
executing any instrument that INTAC in good faith deems necessary to accomplish
for purposes of this Agreement.


 


4.3   Rights
Assignment.  As of the Effective
Date, and without actually assigning or transferring the Interest, Zou and Wu
agree to assign or agree to cause Chengtai, as the case may be, to assign all
of their respective rights whether economic, voting, operational or otherwise,
in the Beijing Joint Venture to INTAC.


 


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5.             EVENTS OF DEFAULT


 


5.1   The
occurrence of any of the following events shall constitute a default of the
Loan hereunder and a breach of this Agreement by Zou and/or Wu (as appropriate)
(an “Event of Default”):


 


5.1.1        Interest
Transfer (as defined below) has not been effected within ten (10) working days
after the corresponding Conversion Date (as defined below) or such time as may
otherwise be agreed upon by the Parties;


5.1.2        either
Zou or Wu is in breach of any of the terms and conditions hereof, and such
breach has not been cured within 10 days after receipt of INTAC’s written
notice of such breach;


5.1.3        any
representation or warranty made by either Zou or Wu herein shall prove to have
been false or misleading in any material respect;


5.1.4        Zou or Wu
makes any arrangement with her respective creditors or takes or suffers any
similar action in consequence of debt; or


5.1.5        Any
judgment is made under any applicable law against Zou or Wu that exceeds Fifty
Thousand United States Dollars ($50,000.00).


 


6.             LOAN CONVERSION


 


6.1   Share
Conversion.    As of the Repayment Date, the Loan shall
be convertible into the Interest on the basis that 100 percent of the Loan
amount equals 100 percent of the Interest. For the avoidance of doubt, if 10
percent of the Loan were repayable by Zou and/or Wu, then such Party or
Parties, as the case may be, would be required to transfer 10% of the Interest
to INTAC. The Loan shall become repayable to such extent as INTAC may from time
to time request, until the entire Loan amount has been repaid.   INTAC shall request to convert all or a
percentage of the Loan by means of a written notice to Zou and Wu that
specifies the percentage of the Loan to be converted into part of the Interest
(“Conversion Notice”).


 


6.2   Interest
Transfer.


 


6.2.1  Immediately upon receipt of a Conversion Notice
(“Conversion  Date”), Zou and Wu shall effect or cause Chengtai to effect
the transfer of the portion of the Interest designated in the Conversion
Notice, either to INTAC directly or to the designee specified by INTAC in the
Conversion Notice (each an “Interest Transfer”).


 


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6.2.2  For the avoidance of doubt, upon the completion of the
conversion of the Loan and the transfer of all of the Interest of Zou, Wu
and/or Chengtai, as applicable, (whether pursuant to this Article 6 or an
Event of Default), INTAC shall hold as much of the Interest as is permissible
under any published and available laws and regulations of the People’s Republic
of China (“PRC”), and the remainder of the Interest (if applicable) shall be
held by the designees of INTAC, with Zou, Wu and/or Chengtai no longer holding
any part of the Interest. At such time, this Agreement shall be deemed to have
terminated, and the obligations of Zou and Wu hereunder to have been fulfilled
(with the exception of those under 2.1.10 and 2.1.11).


 


6.3   Delay.    Zou
and Wu each agrees to notify INTAC immediately of any delay in effecting an
Interest Transfer or completing the procedures described in Article 6.2
above, together with the reason for such delay and revised effective date of
the Interest Transfer.


 


6.4   Repayment
of Loan.    The corresponding portion of the Loan shall
be deemed to have been repaid as of the effective date of each Interest
Transfer. Once Zou, Wu and/or Chengtai have completed the Interest Transfers in
accordance with the provisions of this Article 6, the Loan shall be deemed
to have been repaid in full and Zou and Wu shall be deemed to have performed
their repayment obligations hereunder.


 


7.             MISCELLANEOUS


 


7.1   Notices
and Delivery.    All notices and communications among
the Parties shall be made in writing and in the English or Chinese language by
facsimile transmission with confirmation of transmission, delivery in person
(including courier service) or registered airmail letter to the appropriate
correspondence addresses set forth below:


 


	
  If
  to Zou:

  	
   

  	
  No.502 MINGZHU Garden B2

  
	
   

  	
   

  	
  NANHAI
  11 ROAD, TEDA, TIANJIN

  
	
   

  	
   

  	
  Tel

  	
  :0086-13302068348

  
	
   

  	
   

  	
  Post code: 300457

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If
  to Wu:

  	
   

  	
  No.502 MINGZHU Garden B2

  
	
   

  	
   

  	
  NANHAI
  11 ROAD, TEDA, TIANJIN

  
	
   

  	
   

  	
  Tel

  	
  :0086-133888878870

  
	
   

  	
   

  	
  Post code: 300457

  
	
   

  	
   

  	
   

  
	
  If
  to INTAC:

  	
   

  	
  Unit
  6-7, 32/F., Laws Commercial Plaza

  	
   

  
	
   

  	
   

  	
  788 Cheung Sha Wan Road, Kowloon, Hong Kong

  	
   

  
						



 


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7.2   Timing.    The
time of receipt of the notice or communication shall be deemed to be:


 


7.2.1  If by facsimile transmission with confirmation of
transmission, at the time displayed in the corresponding transmission record,
unless such facsimile is sent after 5:00 p.m. or on a non-business day in the
place where it is received, in which case the date of receipt shall be deemed
to be the following business day;


 


7.2.2  if in person (including express mail), on the date
that the receiving Party or a person at the receiving Party’s address signs for
the document; or


 


7.2.3  if by registered mail, on the 10th day
after the date that is printed on the receipt of the registered mail.


 


7.3   Foreign
Exchange.  All amounts payable
by Zou and Wu hereunder, if paid in cash pursuant to the terms of this
Agreement, shall be paid in United States Dollars.  If, as a result of foreign exchange restrictions in the PRC, it
becomes illegal for either Zou or Wu to make any payment to INTAC in United
States Dollars, then she shall make that payment in any other currency
permitted for such purposes, as shall be stipulated by INTAC at its sole
discretion.


 


7.4   Amendments.    The
provisions of this Agreement may not be waived, modified or amended except by
an instrument in writing signed by the Parties (which instrument shall be
attached as an Appendix hereto).


 


7.5   No
Waiver.    Failure
or delay on the part of any Party to exercise any right under this Agreement
shall not operate as a waiver thereof.


 


7.6   Severability.    The
invalidity of any provision of this Agreement shall not affect the validity of
any other provision of this Agreement that is unrelated to that provision.


 


7.7   Survival.    The
confidentiality obligations of the Parties hereunder shall remain in full force
and effect regardless of the termination of this Agreement for any reason.


 


7.8   Successors.    This
Agreement shall be binding upon the Parties and upon their respective
successors and assigns (if any).


 


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7.9   Assignment.    Neither
Zou nor Wu may assign or otherwise transfer her rights or obligations under
this Agreement without the prior written consent of INTAC.


 


7.10  Governing
Law.    The
execution, validity, interpretation and implementation of this Agreement and
the settlement of disputes hereunder shall be governed by the laws of the
PRC.  The parties hereby irrevocably
consent to the jurisdiction of the state and federal courts located in Beijing,
PRC, in any action arising out of or relating to this Agreement, and waive any
other venue to which either party might be entitled by domicile or otherwise.


 


7.11  Arbitration.    All
disputes arising out of or in connection with this Agreement shall be finally
settled under such arbitration rules as selected by INTAC in such location as
selected by INTAC  by a sole arbitrator appointed in accordance with the
selected rules conducted in the Chinese or English language.


 


7.12  Entire
Agreement.    This Agreement constitutes the entire
agreement between the Parties and supersedes all prior discussions,
negotiations and agreements.


 


7.13  Language.    
This Agreement will be signed in 3 sets of originals in the Chinese
and English language, with 1 original for each Party.  The two language versions shall have equal validity and the
wording of each version shall be deemed to carry the same meaning.  In the event of any discrepancy between the
wordings of the said two versions, such discrepancy shall be interpreted
according to the purpose of this Agreement and based on the Chinese text.


 


 


IN
WITNESS WHEREOF, this Loan and Interest Pledge Agreement is executed follows:


 


 


	
  PARTIES:

  	
  /s/
  Zou Jingchen

  	
   

  
	
   

  	
  Zou Jingchen

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Wu Fengzheng 

  	
   

  
	
   

  	
  Wu Fengzheng

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTAC
  International Holding Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wei Zhou

  	
   

  
	
   

  	
  Its:

  	
  President
  and Chief Executive Officer

  	
   

  
						



 


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