exv4w92






Exhibit 4.92




[Translated from the original Chinese version]




LOAN AGREEMENT




between




FORTUNE SOFTWARE (BEIJING) CO., LTD.




and




YANG YANG




ZHENFEI FAN




January 2009




BEIJING, CHINA




 









 








LOAN AGREEMENT




The Loan Agreement (the “Agreement”) is entered into as of January 21, 2009 among the following
parties in Beijing, the People’s Republic of China (the “PRC”):



PARTY A: FORTUNE SOFTWARE (BEIJING) CO., LTD. (“LENDER”)

Address: 9/F.,Tower C, Corporation Mansion, No.35 Financial Avenue Xicheng District, Beijing 100140

China

Legal representative: Zhiwei Zhao

Tel: 010-58325388




PARTY B: YANG YANG (“BORROWER”)

Address: 9/F.,Tower C, Corporation Mansion, No.35 Financial Avenue Xicheng

District, Beijing 100140 China

ID No.: 11010219820521154X

Tel: 010-58325321




PARTY C: ZHENFEI FAN (“BORROWER”)

Address: 9/F.,Tower C, Corporation Mansion, No.35 Financial Avenue Xicheng

District, Beijing 100140 China

ID No.: 370282197711186915

Tel: 010-58325320




(Party B and Party C will be collectively referred to as “Borrowers”)




Party A, Party B and Party C will each be referred to as a “Party” and collectively referred to as
the “Parties.”



WHEREAS,



1. The Lender is a wholly foreign owned enterprise duly organized and validly existing under the
laws of the PRC.



2. The Borrowers desire to establish a company in the PRC (“New Company”), and will jointly hold
100% equity interest in the Company.



3. The Borrowers desire to borrow loans from the Lender to invest in the New Company, and the
Lender agrees to provide such loans 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
pursuant to relevant PRC laws and regulations.



ARTICLE 1. AMOUNT AND PURPOSE




1.1 Loan Amount: the Lender agrees to provide loans from its self-owned fund to Party B and Party C
with the amounts of RMB2,200,000 and RMB1,800,000, respectively.



1.2 Purpose of the Loan: the Borrowers shall only use the Loan hereunder to establish the New
Company as registered capital. Without the prior written consent of the Lender, the Borrowers shall
not use such Loan for any other purpose, or pledge their equity interests in the New Company to any
other third party.



ARTICLE 2. PAYMENT FOR THE LOAN




2.1 Payment Notice: the Lender shall deposit the loan amount to the following accounts designated
by the Borrowers within ten days after the execution of this Agreement:



 









 




Party B: Bank of deposit: Bank of Communications Beijing Branch

          Account Name: Yang Yang

          Account No.: 62



Party C: Bank of deposit: CITIC Bank

          Account Name: Zhenfei Fan

          Account No.: 6226 9007 0313 2890




ARTICLE 3. TERM, REPAYMENT AND INTEREST OF THE LOAN




3.1 The term of the loan shall be 10 years and may be renewed pursuant to the agreement between the
Parties (“Term”). Notwithstanding the foregoing, in the following circumstances, the Borrowers
shall repay the Loan regardless if the Term has expired:



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



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



     (3) The Lender or its designated assignee can legally purchase the Borrowers’ shares in the
New Company under the PRC law and the Lender chooses to do so.



3.2 The Borrowers can repay the Loan by transferring all of their equity interests in the New
Company to the Lender or a third party designated by the Lender when such transfer is permitted
under the PRC law. In the event (1) the Borrowers transfer all of their equity interests in the New
Company to the Lender or a third party designated by the Lender when such transfer is permitted
under the PRC law, or (2) the Borrowers receive dividends from the New Company, the Borrowers shall
deposit all the funds or dividends obtained from such transfer or the New Company, as the case may
be, to the account designated by the Lender (no matter such amount is higher or less than the
principal amount of the Loan).



3.3 The Lender and the Borrowers hereby jointly agree and confirm that the 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 Borrower’s interest in the New 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 Borrower’s interest in the New Company, the purchase
price shall be reduced on a pro rata basis.



3.4 In the event when the Borrowers transfer their interest in the New Company to the Lender or a
third party transferee designated by Lender, (i) if the total of (1) the actual transfer price paid
by Lender or the third party transferee and (2) the dividends obtained from the New Company by the
Lender (if applicable) equals or is less than the principal amount of the Loan, the Loan shall be
deemed as interest free; (ii) if the total of (1) the actual transfer price paid by Lender or the
third party transferee and (2) the dividends obtained from the New Company by the Lender (if
applicable) 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 4. CONFIDENTIALITY




The Parties acknowledge and confirm that any oral or written materials concerning this Agreement
exchanged between them are confidential information. The Parties shall protect and maintain the
confidentiality of all such confidential data and information and shall not disclose to any third
party without the other party’s written consent, except (a) the data or information that was in the
public domain or later becomes published or generally known to the public, provided that it is not
released by the receiving party, (b) the data or information that shall be disclosed pursuant to
applicable laws or regulations, and (c) the data or information that shall be disclosed to One
Party’s legal counsel or financial counsel who shall also bear the obligation of maintaining the
confidentiality similar to the obligations hereof. The undue



 









 







disclosing of the confidential data or information of One Party’s legal counsel or financial
counsel shall be deemed the undue disclosing of such party who shall take on the liability of
breach of this Agreement.



ARTICLE 5. DISPUTE RESOLUTION




5.1 The execution, validity, interpretation, performance, implementation, termination and
settlement of disputes of this Agreement shall be governed by the laws of the PRC.



5.2 Any dispute arising from or in connection with this Agreement shall be settled through friendly
negotiation. If the parties fail to make any written agreement within thirty days after
consultation, such dispute will be submitted (by the Lender or the Borrowers) to the China
International Economic and Trade Arbitration Commission (“CIETAC”) in accordance with its
arbitration rules/procedures. The arbitration shall commence from the date of filing. The tribunal
will be composed of one (1) arbitrator appointed by the chairman of CIETAC. The arbitration shall
be final and bind the Parties. Unless otherwise stipulated by the arbitrator, the arbitration fee
(including reasonable attorney fees and attorney expenses) shall be borne by the losing party.



ARTICLE 6. EFFECTIVENESS




6.1 This Agreement shall become effective after the execution of the Parties. The Agreement can be
terminated by one Party through sending a written notice to the other Parties thirty days prior to
the termination. Otherwise any Party shall not terminate this Agreement unilaterally without the
mutual agreement of the Parties.



ARTICLE 7. AMENDMENT




7.1 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. Any modification and supplementary to this Agreement after signed by both Parties, become
an integral part of this Agreement, and has the same legal force with this Agreement.



ARTICLE
8. MISCELLANEOUS




8.1 The headings of articles herein are provided for the purpose of reference. Such headings shall
in no event be used or affected interpretations of the terms herein.



8.2 Matters not covered in the agreement shall be dealt with in a supplementary agreement, and
annexed hereto. The supplementary agreement shall be an integral part of this Agreement and have
the same legal force as the agreement.



8.3 Any provision of this Agreement that is invalid or unenforceable shall not affect the validity
and enforceability of any other provisions hereof.



8.4 The agreement is executed in three original copies with same legal effect. Each party hereto
shall hold one copy.



 









 





IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date and year first
hereinabove set forth.



	 	 	 	 	 
	Party A:



FORTUNE SOFTWARE (BEIJING) CO., LTD

 	 	 
	
 	 	 
	Seal 	 	 
	Authorized Representative: 	 	 
	 
	Party B:



YANG YANG

 	 	 
	
 	 	 
	(signature) 	 	 
	 	 	 
	 
	PARTY C: ZHENFEI FAN

 	 	 
	
 	 	 
	(signature)