exv4w82






Exhibit 4.82




[Translated from the original Chinese version]




LOAN AGREEMENT




among




FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD.




FORTUNE SOFTWARE (BEIJING) CO., LTD.




and




LINGHAI MA




OCTOBER 2008




BEIJING, CHINA




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1. LOAN
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 2. PAYMENT FOR THE LOAN
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3. TERM, REPAYMENT AND INTEREST OF THE LOAN
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 4. CONFIDENTIALITY
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 5. DISPUTE RESOLUTION
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 6. EFFECTIVENESS
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 7. AMENDMENT
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 8. MISCELLANEOUS
	 	 	5	 






 









 






LOAN AGREEMENT



The Loan Agreement (the “Agreement”) is entered into as of October 17, 2008 among the following
parties in Beijing, the People’s Republic of China (the “PRC”):




PARTY A: FORTUNE (BEIJING) SUCCESS TECHNOLOGY CO., LTD.

Address: Room 623, Beijing Hangtian Jingmi Mansion, No. 30 Haidian Nanlu Road,

Haidian District, Beijing

Legal representative: Jun Wang




PARTY B: FORTUNE SOFTWARE (BEIJING) CO., LTD.

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

District, Beijing 100140 China

Legal representative: Zhiwei Zhao



Party A and Party B will be collectively referred to as the “Lenders”.




PARTY C: LINGHAI MA (“BORROWER”)

ID No.: 210821197010201014



Party A and Party B will each be referred to as “Party” or collectively referred to as “Parties”.



WHEREAS,





	 	1.	 	The Lender is a wholly foreign invested enterprise incorporated and existing under
the law of the People’s Republic of China.
	 
	 	2.	 	The Borrower desires to invest in a company in China (the “Company”) whose registered
capital will be RMB10,000,000. Party C will hold 82.5% of the equity interest in the
Company and Lin Yang will hold 17.5% of the equity interest in the Company.
	 
	 	3.	 	The Borrower desires to borrow a loan (the “Loan”) from the Lenders to invest in the
Company and the Lenders agree to provide the Loan to the Borrower.




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 The Lenders agree to provide the Loan to the Borrower as follows:



1.1.1 Party A will provide RMB14,194,039.64 of its self-owned fund to Party C; and



1.1.2 Party B will provide RMB 5,766,043.06 of its self-owned fund to Party C.



1.2 The Loan shall only be used by the Borrower to acquire the Company. Without the Lenders’ prior
written consent, the Borrower shall not use the Loan for any other purpose or transfer or pledge
his interest in the Company to any third party.




ARTICLE 2. PAYMENT FOR THE LOAN



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




 









 







Bank of deposit: Bank of Communications Beijing Branch

Account Name: Linghai Ma

Account No.: 6222600910002968939



Bank of deposit: Commercial Bank of China Beijing Branch

Account Name: Linghai Ma

Account No.: 4100620100210711




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 Borrower shall
repay the Loan regardless if the Term has expired:




     (1) The Borrower deceases or becomes a person without legal capacity or with limited legal
capacity;



     (2) The Borrower commits a crime or are involved in a criminal act; or



     (3) The Lenders or their designated assignee can legally purchase the Borrower’ shares in the
Company under the PRC law and the Lenders choose to do so.


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



3.3 In the event when the Borrower transfers its interest in the Company to the Lenders or a third
party transferee designated by Lenders, (i) if the total of (1) the actual transfer price paid by
Lenders or the third party transferee and (2) the dividends obtained from the Company by the
Lenders (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 Lenders or the
third party transferee and (2) the dividends obtained from the Company by the Lenders (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 Borrower to
Lenders 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 Lenders or the Borrower) 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. 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 which have 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 (BEIJING) SUCCESS TECHNOLOGY CO., LTD.




	 	 	 	 	 
	
 	 	 
	Seal 	 	 
	Authorized Representative: 	 	 
	 



Party B:

FORTUNE SOFTWARE (BEIJING) CO., LTD




	 	 	 	 	 
	
 	 	 
	Seal 	 	 
	Authorized Representative: 	 	 
	 



Party C:




	 	 	 	 	 
	Linghai Ma

 	 	 
	
 	 	 
	(signature)