Exhibit 4.23

 

AMENDED AND RESTATED

LOAN AGREEMENT

 

This Amended and Restated Loan Agreement (the “Agreement”) was entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) and dated October 26, 2011

 

by and between the following parties:

 

	
(1)
    	
LENDER: Beijing Wole Technology   Co., Ltd.
    
	
 
    	
Registered   Address: Suit 1201,   Building 9, 88 Jianguo Road, Chaoyang District, Beijing, PRC
    
	
 
    	
Legal   Representative: Zhou Juan
    
	
 
    	
 
    
	
and
    	
 
    
	
 
    	
 
    
	
(2)
    	
BORROWER: Zhou Juan
    
	
 
    	
PRC Identification   Card No: 362502197610284422
    
	
 
    	
Residential   Address: Suite 2103, Tower A, 25 Taojin East Road, Guangzhou, PRC
    


 

(individually a “Party” and collectively the “Parties”)

 

WHEREAS:

 

	
A.
    	
Borrower holds   20% equity interest (amounting to RMB 4,000,000) in Guangzhou Qianjun Technology   Co., Ltd. (“Qianjun”).
    
	
 
    	
 
    
	
B.
    	
In order to   contribute the initial registered capital and the subsequent increased   registered capital of Qianjun in an aggregate amount of RMB 1,000,000, the   Borrower had requested from the Lender financial support in an aggregate   amount of RMB 200,000. The Lender had agreed to provide such financial   support and concluded with the Borrower a loan agreement on 10   September 2011 (the “Previous Loan Agreement”).
    
	
 
    	
 
    
	
C.
    	
Both the Lender   and the Borrower believe it is in the best interest of the Parties and   Qianjun to amend and restate the Previous Loan Agreement to clarify and   streamline the rights and obligations of the Borrower and the Lender under   the Previous Loan Agreement.
    


 

THEREFORE, the Parties, through friendly negotiation based on equal and mutual benefit, agree as follows:

 











 

	
1.
    	
Purpose and Sum of the   Loan
    
	
 
    	
 
    
	
 
    	
1.1
    	
Subject to the   terms and conditions set forth in this Agreement, Lender has agreed to lend   to the Borrower in the principal amount of up to RMB 4,000,000 (the “Loan”). Such Loan shall be interest-free throughout the   term of the Loan.
    
	
 
    	
 
    	
 
    
	
 
    	
1.2
    	
Subject to the   conditions precedent set forth below, Lender has transferred the balance of   the principal amount the Borrower is entitled to under this Agreement   pursuant to the Previous Loan Agreement. The Borrower confirms the receipt   and sufficiency of the Loan on the date hereof.
    
	
 
    	
 
    	
 
    
	
2.
    	
Loan Terms
    
	
 
    	
 
    	
 
    
	
 
    	
2.1
    	
The term for such   Loan will be ten (10) years, calculated from the date when the Borrower   actually draws the Loan. The term under this Agreement shall be automatically   extended for another ten years except when the written notice to the contrary   is given by the Lender three months prior to the expiration of this   Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
2.2
    	
The Borrower   hereby agrees and warrants that such Loan provided by the Lender shall be   used only for the investment in Qianjun. Without the Lender’s prior written   consent, the Borrower shall not transfer or pledge its equity interest   hereunder to any other third party.
    
	
 
    	
 
    	
 
    
	
 
    	
2.3
    	
The Lender and   the Borrower jointly agree and confirm that the Borrower shall not repay the   Loan in advance except upon the Lender’s requirement or the expiration of   this Agreement. The Borrower shall repay the Loan only in the following way   and amount: the Borrower shall repay the Loan only by using all the funds   obtained by him from transferring all of the Borrower’s equity in Qianjun to   Lender or to any other third party designated by the Lender. In case the   funds received by the borrower from transferring the aforesaid equity is   subject to any tax or administrative expenses, the borrower shall only be   obliged to repay the net portion of such funds (after deducting any   applicable tax and expenses) to the Lender. When all of such Borrower’s   equity in Qianjun is transferred as stipulated above and if all the fund   thereof is repaid to the Lender by the Borrower, all the outstanding Loan   hereunder shall be regarded as repaid.
    
	
 
    	
 
    	
 
    
	
 
    	
2.4
    	
The Lender and   the Borrower agree and confirm that the Borrower shall immediately repay the   Loan in advance in case any one of the following occurs:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
2.4.1
    	
The Borrower dies   or becomes a person with no or limited
    


 

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capacity for   civil rights;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
2.4.2
    	
Joseph Chen (the current legal representative of the   Lender) quits or is dismissed from the Lender or the Lender’s affiliated   corporations;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
2.4.3
    	
The Borrower   commits crime or is involved in crime;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
2.4.4
    	
Any third party   claims debt of the Borrower exceeding RMB 1,000,000 (RMB one million) which   the Borrower is not able to repay;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
2.4.5
    	
There are no   legal restrictions for foreign investors to directly invest in the   value-added telecommunication business under PRC law; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
2.4.6
    	
In the event that   the Lender issues a written notice to the Borrower for repayment of the Loan.
    
	
 
    	
 
    	
 
    	
 
    
	
3.
    	
Conditions Precedent to   the Disbursement of the Loan
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
3.1
    	
The Lender shall   not be obliged to make any disbursement of the Loan unless all of the   following conditions have been satisfied or written waiver to all the   conditions that have not been satisfied has been obtained:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.1.1
    	
All the representations   and warranties made by the Borrower are correct, accurate, complete and not   misleading.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.1.2
    	
The Borrower is   not in breach of the covenants and undertakings made by such Borrower in   Section 5 hereof.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.1.3
    	
Simultaneously   with the execution of this Agreement, the Parties have executed an Amended   and Restated Equity Option Agreement (the “Option   Agreement”), pursuant to which the Borrower grants to the Lender   or its designated person (legal or natural) an exclusive option to purchase   all of the Borrower’s equity interest in Qianjun, to the extent permitted   under PRC laws.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.1.4
    	
Simultaneously   with the execution of this Agreement, the Parties have executed an Amended   and Restated Equity Interest Pledge Agreement (the “Pledge Agreement”),   pursuant to which the Borrower has pledged all of his equity interest in   Qianjun to the Lender, to the extent permitted under PRC laws.
    


 

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4.
    	
Representations and   Warranties
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
4.1
    	
The Borrower   makes the following representations and warranties to the Lender, and   confirms that the Lender executes and performs this Agreement in reliance of   such representations and warranties:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.1.1
    	
The Borrower has   the full capacity for civil rights and has the power to enter into this   Agreement;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.1.2
    	
The execution of   this Agreement of the Borrower will not violate any law or binding   obligations;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.1.3
    	
This Agreement   shall constitute a binding obligation of the Borrower, enforceable against   him in accordance with its terms upon its execution;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.1.4
    	
The Borrower   neither commits criminal behaviors nor is involved in criminal activity;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.1.5
    	
Except for the   option under the Option Agreement and the pledge under the Pledge Agreement,   without the prior consent of the Lender, the Borrower shall not create any   pledge over part or whole of the Borrower’s shareholder’s right in Qianjun or   any priority for any third party where the beneficiary is neither the Lender   nor its subsidiaries or affiliates;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
4.2
    	
The Lender makes   the following representations and warranties to the Borrower:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.2.1
    	
The Lender is a   company registered and validly existing under the laws of PRC;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.2.2
    	
The execution and   performance of this Agreement by the Lender is in compliance with the power   of the Lender. The Lender has taken proper measures and has gained   authorizations and approvals for the execution and performance of this   Agreement from the third party and governmental departments in accordance   with the limitations of the laws and contracts which are binding or bear   influences over the Lender;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.2.3
    	
This Agreement   shall constitute the legal, valid and binding obligations of the Lender,   which is enforceable against the Lender in accordance with its terms upon its   execution.
    
	
 
    	
 
    	
 
    	
 
    
	
5.
    	
Covenants and   Undertakings of Borrower
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
5.1
    	
The Borrower, as   a shareholder of Qianjun hereby undertakes to, and causes Qianjun to observe   the following terms with all efforts during the term of this Agreement:
    


 

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5.1.1
    	
It shall not   modify in any way its articles of association or alter its shareholding   structure without the prior written consent of the Lender;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.1.2
    	
It shall not   transfer or dispose of any material asset, or create any other security   interest neither for the Lender nor for its subsidiaries / affiliates over   the same without the prior written consent of the Lender;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.1.3
    	
It shall not   provide any warranty or assume any debt for any third party which is beyond   its normal daily business scope without the prior written consent of the   Lender;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.1.4
    	
It shall not   enter into any material contracts without the prior written consent of the   Lender, except those entered into in the ordinary course of business (for the   purpose of this paragraph, any contract with a value exceeding RMB 100,000   shall be deemed to be a material contract);
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.1.5
    	
It shall not   extend any loan or credit to any party without the prior written consent of   the Lender;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.1.6
    	
It shall not   merge with or invest in any third party without the prior written consent of   the Lender;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
5.1.7
    	
It shall not   declare in any way any bonus or dividends for its shareholders without the   prior written consent of the Lender;
    
	
 
    	
 
    	
 
    	
 
    
	
5.2
    	
The Borrower   further commits to the Lender, within the term of this Agreement, as follows:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
5.2.1
    	
he shall take all   the measures to guarantee and maintain his identification and status as a   shareholder of Qianjun;
    
	
 
    	
 
    	
 
    
	
 
    	
5.2.2
    	
he shall not   transfer or dispose of any of his equity interest or other rights or powers   pertinent to his equity interest in Qianjun;
    
	
 
    	
 
    	
 
    
	
 
    	
5.2.3
    	
he shall procure   that the shareholders’ meeting of Qianjun shall not pass any decision about   its merger with or investment in any third party without the prior written   consent of the Lender;
    
	
 
    	
 
    	
 
    
	
 
    	
5.2.4
    	
he shall not   carry out any action bearing material influences on the assets, business,   obligations or liabilities of Qianjun without prior written consent of the   Lender;
    
	
 
    	
 
    	
 
    
	
 
    	
5.2.5
    	
he shall   immediately and unconditionally transfer all or part of his equity interest   in Qianjun to the Lender or any third party designated
    


 

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by the Lender in   accordance with PRC laws and, where applicable, procure all the other   shareholders of Qianjun waive any prior right over purchasing such shares, as   required by the Lender;
    
	
 
    	
 
    	
 
    
	
 
    	
5.2.6
    	
he shall strictly   observe his commitments and guarantees under this Agreement and other related   agreements.
    
	
 
    	
 
    	
 
    
	
5.3
    	
The Borrower   hereby covenants and undertakes that upon the signing of this Agreement, the   Borrower shall:
    
	
 
    	
 
    	
 
    
	
 
    	
5.3.1
    	
pledge all equity   interest in Qianjun held by the Borrower for the benefit of Lender to   guarantee the due repayment of the Loan hereunder, the payment of the service   fees under the Amended and Restated Exclusive Technical Service Agreement and   the license fees under the Amended and Restated Intellectual Property Right   License Agreement, and enter into the Pledge Agreement with Lender;
    
	
 
    	
 
    	
 
    
	
 
    	
5.3.2
    	
appoint and   authorize individuals designated by the Lender to exercise the rights and   powers pertinent to the equity interest in Qianjun held by the Borrower   simultaneously with the execution of this Agreement and sign and deliver a   power of attorney ;
    
	
 
    	
 
    	
 
    
	
 
    	
5.3.3
    	
confirm and   ratify in the capacity of a shareholder of Qianjun that the Borrower is bound   by the Business Operation Agreement entered into by the Lender, Qianjun and   the Borrower on October 26 2011;
    
	
 
    	
 
    	
 
    
	
 
    	
5.3.4
    	
confirm and agree   that the Lender shall have the right to acquire or to designate any third   party of its choice to acquire from time to time part or all of the equity   interest of Qianjun from the Borrower at an agreed price pursuant to the   Option Agreement.
    
	
 
    	
 
    	
 
    
	
6.
    	
Default
    
	
 
    	
 
    	
 
    
	
 
    	
If the Borrower   fails to perform his repayment obligation pursuant to this Agreement, an   overdue interest at the rate of 0.01% per day upon the outstanding amount of   the Loan shall be payable to the Lender.
    
	
 
    	
 
    	
 
    
	
7.
    	
Confidentiality
    
	
 
    	
 
    	
 
    
	
 
    	
7.1
    	
The Parties   acknowledge and confirm to take all possible measures to keep confidential   all the confidential materials and information (the “Confidential   Information”) they get to know by this Agreement. The Parties   shall not disclose, provide or transfer such Confidential Information to any   third party without the prior written consent of the other Party. In case of   the termination of this Agreement, the receiving party of the Confidential   Information shall return or destroy all the files, materials or software as   required by the disclosing party, and delete
    


 

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any of the   Confidential Information from any memory equipments and discontinue using   such Confidential Information.
    
	
 
    	
 
    	
 
    
	
 
    	
7.2
    	
The Parties agree   that this Section 7 shall survive the modification and termination of this Agreement.
    
	
 
    	
 
    	
 
    
	
8.
    	
Notices
    
	
 
    	
 
    	
 
    
	
 
    	
Unless a written   notice of change of address is issued, all correspondence relating to this   Agreement shall be delivered in person, or by registered or prepaid mail, or   by recognized express services or facsimile to the addresses appointed by the   other party from time to time.
    
	
 
    	
 
    	
 
    
	
9.
    	
Governing Law and Dispute   Settlement
    
	
 
    	
 
    	
 
    
	
 
    	
9.1
    	
The execution,   validity, performance and interpretation of this Agreement shall be governed   by and construed in accordance with the laws of the PRC.
    
	
 
    	
 
    	
 
    
	
 
    	
9.2
    	
The Parties shall   strive to settle any dispute arising from the interpretation or performance   through friendly consultation. In case no settlement can be reached through   consultation, either party may submit such matter to China International   Economic and Trade Arbitration Commission (“CIETAC”)   for arbitration. The arbitration shall follow the then current rules of   CIETAC, and the arbitration proceedings shall be conducted in Chinese and   shall take place in Beijing. The arbitration award shall be final and binding   upon the Parties. This article shall not be affected by the termination or   elimination of this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
9.3
    	
In case of any   disputes arising out of the interpretation and performance of this Agreement   or any pending arbitration of such dispute, each party shall continue to   perform their obligations under this Agreement, except for the matters in   dispute.
    
	
 
    	
 
    	
 
    
	
10.
    	
Force Majeure
    
	
 
    	
 
    	
 
    
	
 
    	
10.1
    	
Force Majeure refers   to any accident which is beyond a Party’s control and is inevitable with the   reasonable care of the other Party who shall be influenced, including but not   limited to governmental activity, natural force, fire, explosion, storm,   flood, earthquake, tide, lightening or war. However, the credit, capital or   shortage of financing shall not be deemed as the matters beyond one Party’s   reasonable control. The Party influenced by the Force Majeure and seeking for   exemption hereunder shall notify the other Party as soon as possible and   inform the other Party of the measures to take in order to accomplish the   performance of this Agreement.
    


 

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10.2
    	
In case the   performance of this Agreement is delayed or cumbered by the above-referenced   Force Majeure, the Party who is influenced by the Force Majeure shall not   bear any liability within the scope of delay and cumbrance, and shall take   all the proper measures to reduce or eliminate the influence of Force   Majeure, and shall make efforts to renew the performance of its obligations   hereunder which has been delayed or cumbered by the Force Majeure. Each Party   shall try its best to restore the performance of this Agreement once the   Force Majeure is eliminated.
    
	
 
    	
 
    	
 
    
	
11.
    	
Effective Date
    
	
 
    	
 
    	
 
    
	
 
    	
This Agreement   shall be effective upon its being signed by the Parties hereunder.   Notwithstanding the foregoing, the Lender and the Borrower confirm that the   Loan was duly and fully extended by the Lender prior to the execution of this   Agreement.
    
	
 
    	
 
    	
 
    
	
12.
    	
Miscellaneous
    
	
 
    	
 
    	
 
    
	
 
    	
12.1
    	
Any modification,   termination or waiver of this Agreement shall not take effect without the   written consent of each party.
    
	
 
    	
 
    	
 
    
	
 
    	
12.2
    	
Any appendix   attached hereto shall be of the same effect as this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
12.3
    	
The Borrower   shall not transfer his rights and obligations hereunder to any third party   without the prior written consent of the Lender.
    
	
 
    	
 
    	
 
    
	
 
    	
12.4
    	
In case any terms   and stipulations in this Agreement is regarded as illegal or cannot be   performed in accordance with the applicable law, it shall be deemed to be   deleted from this Agreement and lose its effect and this Agreement shall   remain its effect and be treated as without it from the very beginning. Each   Party shall replace the deleted stipulations with those lawful and effective   ones, which are acceptable to the Lender, through mutual negotiation.
    
	
 
    	
 
    	
 
    
	
 
    	
12.5
    	
This Agreement   amends and restates the Previous Loan Agreement. In the event of any   discrepancy between this Agreement and the Previous Loan Agreement, this   Agreement shall prevail to the extent of the discrepant provisions.
    


 

[The space below is intentionally left blank.]

 

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first written above.

 

 

	
LENDER: Beijing Wole   Technology Co., Ltd.
    	
 
    
	
(Company Seal)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/seal/
    	
 
    
	
By:
    	
/s/ Zhou Juan
    	
 
    
	
Authorized   Representative: Zhou Juan
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
BORROWER: Zhou Juan
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Zhou Juan
    	
 
    


 

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