exv4w100






Exhibit 4.100




[Translated from the original Chinese version]




Bo Jing Branch Entrust Loan No. (2008) 1




China Bohai Bank Co., Ltd. Beijing Branch


Entrusted Loan Contract




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




Borrower: Beijing Glory Co., Ltd.




Lender: China Bohai Bank Co., Ltd. Beijing Branch




 









 





	 	 	 	 	 
	ARTICLE 1. Amount of the Entrusted Loan
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2. Usage of Entrusted Loan
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3. Term of Entrusted Loan
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 4. Cash Account for Entrusted Loan
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 5. Condition Precedent
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 6. Advice of Drawing
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 7. Interest and Handling Charge
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 8. Prepayment
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 9. Repayment
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 10. Representations and Warranties
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 11. Undertaking
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 12. Events of Default
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 13. Taxes and Charges
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 14. Assignment of Contract
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 15. Amendment to Contract
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 16. Notice
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 17. Severability
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 18. Obligations and Indemnifications of the Lender
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 19. Governing Law
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 20. Copies
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 21. Effectiveness and Termination
	 	 	10	 






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This entrusted loan contract (this “Contract”) is made on May 7, 2008 by and between:



Trustor: Fortune (Beijing) Success Technology Co., Ltd. (“Trustor”)




Borrower: Beijing Glory Co., Ltd. (“Borrower”)




Lender: China Bohai Bank Co., Ltd. Beijing Branch (“Lender”)




Recitals




WHEREAS, the Trustor intends to entrust the Lender to issue a loan on its behalf to the Borrower
with the capital owned by the Trustor and on the terms and conditions contained herein; and



WHEREAS, the Lender agrees to accept such entrustment on the condition that the Trustor shall bear
all the risks arising from and in connection with the entrusted loan,



NOW, THEREFORE, the parties hereby agree as follows:



ARTICLE 1. AMOUNT OF THE ENTRUSTED LOAN




Under the entrustment of the Trustor, the Lender will provide an entrusted loan in an amount up to
RMB100,000,000 to the Borrower. This loan shall be issued at one time.



ARTICLE 2. USAGE OF ENTRUSTED LOAN




The loan under this Contract shall be used for the operation of the Borrower.



ARTICLE 3. TERM OF ENTRUSTED LOAN





	3.1	 	The term of the entrusted loan under this Contract shall be 5 years. The Trustor and
Borrower should designate the specific term in the advice of withdraw submitted to the Lender.
	 
	3.2	 	If the Trustor and the Borrower intend to extend the term of the entrusted loan, they should
notify the Lender in writing 15 banking business days before expiry of the original term. If
the Lender gives consent to the proposed extension, the parties shall sign separate written
document to confirm.
	 
	3.3	 	Banking business days refer to the days when the Lender provides commercial banking services
to corporate customers. The Trustor and Borrower should conduct all business activities under
this Contract within banking business days.




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ARTICLE 4. CASH ACCOUNT FOR ENTRUSTED LOAN




The Trustor has already opened and will maintain the following account at the Lender, and such
account shall be used as the cash account (“Entrusted Account”) for the entrusted loan.



Holder: [Beijing Glory Co., Ltd.]




Bank: China Bohai Bank Co., Ltd. Beijing Branch




Account No.: 2000059433000177




ARTICLE 5. CONDITION PRECEDENT





	5.1	 	The condition precedent to the effectiveness of this Contract is that the Borrower and the
Trustor should have provided the Lender all the documents listed in Appendix I (Documents as
Condition Precedent) of this Contract which comply with the requirements of the Lender in
terms of both form and content.
	 
	5.2	 	The following conditions precedent should be satisfied before the Borrower makes drawdown
under this Contract.






	 	(1)	 	The Borrower should send the Lender an advice of drawing in the form attached
hereto as Appendix II (Form of Advice of Drawing) at least 1 banking business day
(before noon) before the expected date of drawing, and such advice of drawing should be
confirmed and signed by the Trustor.
	 
	 	(2)	 	As requested by the Lender, The Trustor has opened an Entrusted Account at the
Lender and there should have sufficient fund in such Entrusted Account to be used for
issuing loan.
	 
	 	(3)	 	As requested by the Lender, the Borrower has opened a speical account at the
Lender which shall be exclusively used for drawing and receiving payment of the loan and
the interest thereon (hereinafter referred to as “Special Account”).
	 
	 	(4)	 	All the representations, warranties and promises the Borrower and the Trustor
have made under this Contract are true, correct and complete.
	 
	 	(5)	 	There is no event of default has occurred and is continuing on the part of the
Borrower and the Trustor.
	 
	 	(6)	 	Other conditions prescribed in PRC laws and agreed upon by the parties have been
satisfied.










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ARTICLE 6. ADVICE OF DRAWING




The advice of drawing is an integrate part of this Contract. The content of the advice of drawing
that the Borrower sends to the bank shall prevail over all provisions in this Contract regarding
drawdown and repayment. Once issued, the advice of drawing is irrevocable.



ARTICLE 7. INTEREST AND HANDLING CHARGE





	7.1	 	The rate of interest per annum applicable to the entrusted loan under this Contract shall be
3%. The interest on each drawdown shall be calculated on the basis of the actual number of
days and 360 days a year.
	 
	 	 	In the event that within the term of the entrusted loan the People’s Bank of China adjusts
the base rate or calculation method for base rate, the above-listed rate of interest shall
not be affected.
	 
	7.2	 	The Trustor and Borrower can adjust the interest rate or change the method for calculation of
interest rate upon mutual agreement. The Trustor and Borrower should notify the Lender of
such adjustment or change in writing. The adjustment or change shall take effective from the
next banking business day following the date when the Lender receives such notice.
	 
	7.3	 	The interest on each drawdown under this Contract shall be paid on quarterly basis. The
expiry date for interest shall be the twentieth day following the end of each quarter. In the
event the date for repayment of the last installment of the principle is not on the same day
as the expiry date for interest, the outstanding interest should be paid together with such
installment of the principal.
	 
	7.4	 	The Borrower should pay interest on the next business day following the expiry date for
interest. When being paid together with the principal, the interest should be paid on the
expiry date. Before the expiry date of interest, the Borrower should prepare sufficient funds
in the account listed in Article 9 hereof to cover the interest payable in the current period,
and authorize the Lender to deduct the due and payable amount directly from such account on
the interest payment date.
	 
	7.5	 	Where the Borrower diverts the entrusted loan for other purposes, a punitive interest shall
be charged on the part of the loan diverted from the date when the loan is diverted to date
when the principal and the accrued interests have been fully paid. The punitive interest rate
shall be the lending interest rate plus a per annum rate of [0]%. Where the Borrower fails to
pay any amount due under this Contract on time, a punitive interest shall be charted on the
overdue amount from the due date to the date when the principal and accrued interests have
been fully paid. The punitive interest rate shall be the lending rate plus a per annum rate of
[0]%. In the event these two circumstances happen on the same part of the entrusted loan, the
bank is entitled to charge the punitive interest at a rate that is comparatively higher. The




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	 	 	overdue payment of interest will also charged interest. Compound interest at a rate same as
the punitive interest rate is payable on any overdue payment of interest under this Contract.






	7.6	 	The handling charge for the entrusted loan shall be [1]‰ of the principal per annum, which is
payable to the Lender on a yearly basis.
	 
	 	 	The handling charge under this Contract is payable by the Borrower. The Lender is hereby
granted an irrevocable authorization to debit the handling charges for the entrusted loan
from any account the Borrower holds at the Lender before providing the entrusted loan.
	 
	 	 	In case of prepayment as mentioned in Article 8 below (Prepayment), the Lender does not need
to return the handing charges already collected under this Contract.





ARTICLE 8. PREPAYMENT




The Borrower can apply to the Trustor in writing for prepayment. Such prepayment application shall
take effective after it has been approved by the Trustor in writing and the bank has received
written notice from the Trustor regarding the same. After the prepayment application has taken
effective, the Borrower can pay any loan under this Contract before it becomes mature.



ARTICLE 9. REPAYMENT





	9.1	 	On the expiry date of the entrusted loan under this Contract, the Borrower should prepare
sufficient funds in the Special Account for payment of the principal and interest then due.
The Borrower hereby irrevocably authorizes the Lender to debit any due amount from the
above-mentioned Special Account on the expiry date(s).
	 
	9.2	 	After deducting the taxes payable by the Trustor in accordance with relevant laws and
regulations, the Lender should remit the amount debited from the Special Account to the
Entrusted Account on debit date.
	 
	9.3	 	In the event that the due date of certain amount is not a banking business day, such amount
shall be payable on the next banking business day following the due date. However, if such
next banking business day falls into a next calendar month, such amount should be paid on the
banking business day immediately preceding the due date.
	 
	9.4	 	Any punitive interest, damages or other similar charges shall be payable on the date and by
the means specified by the receiving party from time to time.





ARTICLE 10. REPRESENTATIONS AND WARRANTIES





	10.1	 	The Borrower and the Trustor represents and warrants the followings to the Lender:




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	 	(1)	 	The Borrower is a company duly organized and validly existing under the law of
PRC. The Borrower has the full capacity to own its assets and conduct the business
activities it is now conducting.
	 
	 	(2)	 	The Trustor is a company duly organized and validly existing under the law of the
PRC. The Trustor has the full capacity to own its assets and conduct the business
activities it is now conducting.
	 
	 	(3)	 	The Borrower and the Trustor have taken all necessary corporate action (if any)
to authorize the execution and performance of this Contract. The person who signs this
Contract on behalf of the Borrower or the Trustor is the authorized representative of
them. The Contract signed by such person(s) has binding on the Borrower and the Trustor.
	 
	 	(4)	 	The obligations of the Borrower and the Trustor hereunder are legal and effective
obligations, have binding effect on them, and can be enforced.
	 
	 	(5)	 	The funds used by the Trustor for the entrusted loan hereunder are from
legitimate sources. The Trustor has full power to control the funds. The transaction
conducted hereunder will not violate any obligation of it.
	 
	 	(6)	 	The entrusted loan has been provided according to the instruction of the Trustor.
The amount, usage, interest and term of the entrusted loan have been confirmed by the
Trustor.
	 
	 	(7)	 	The Trustor shal undertake all the risks arising from the entrusted loan
hereunder.
	 
	 	(8)	 	The Borrower and the Trustor have read and fully understood the content of this
Contract. They sign and perform this Contract under free will and all their expressions
made hereunder reflect their real intents.






	10.2	 	Each of the representations and warranties listed above shall be deemed to have been made
anew on the day when the application for loan or loan extension is submitted based on the
circumstances then existing.
	 
	10.3	 	The Borrower and the Trustor hereby confirm that the Lender has signed this Contract and
performed the obligations hereunder in reliance on the representations and warranties listed
above.





ARTICLE 11. UNDERTAKING




The Borrower and the Trustor undertake with the Lender:




	11.1	 	THAT they will maintain its legal person status in good standing (if applicable), abide by
all applicable law and regulations and pay any taxes and charges payable to governmental
authorities.




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	11.2	 	THAT they will ensure that the effectiveness of all the authorizations, consents, approvals
and permits mentioned in Article 10.1(3) above will be maintained, and they will take timely
measures to obtain any other consents, approvals or permits necessary and maintain the
effectiveness of such other consents, approvals or permits so as to ensure and maintain the
effectiveness of this Contract.





ARTICLE 12. EVENTS OF DEFAULT





	12.1	 	The followings shall be considered as events of default under this Contract.






	 	(1)	 	The Borrower or the Trustor fails to perform any of its obligations or promises
hereunder appropriately or timely;
	 
	 	(2)	 	The Borrower of the Trustor fails to pay any amount due in accordance with this
Contract;
	 
	 	(3)	 	The Borrower or the Trustor makes any untrue or misleading representations or
warranties in this Contract.






	12.2	 	In the event that there is any event of default on the part of the Borrower, the Lender is
entitled to take one or more measures listed below under the instruction of the Trustor.






	 	(1)	 	To request the Borrower to correct the breach within specified period;
	 
	 	(2)	 	To notify the Borrower in writing that any and all part of the unpaid loans
hereunder shall become due and payable immediately, and the Borrower should pay all
unpaid principals, interests, handling charges and other amounts hereunder;
	 
	 	(3)	 	To notify the Borrower in writing that all unissued loans shall be suspended or
cancelled;
	 
	 	(4)	 	To exercise any other rights granted by law and hereunder.






	12.3	 	In the event that there is any event of default on the part of the Trustor, the Lender is
entitled to take one or more measures listed below.






	 	(1)	 	To request the Trustor to correct the breach within specified period;
	 
	 	(2)	 	To refuse to do or stop doing the entrusted loan business for the Trustor;
	 
	 	(3)	 	To claim damages against the Trustor in the event that such event of default
bring losses to the Lender;
	 
	 	(4)	 	To exercise any other rights granted by law and hereunder.










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ARTICLE 13. TAXES AND CHARGES





	13.1	 	All the current and potential registration fees and other taxes and charges in connection
with this Contract and any documents hereunder shall be undertaken by the Borrower.
	 
	13.2	 	The Trustor entrusts the Lender to withhold business tax and surcharges on the interest
payment date. The Lender should provide the Trustor with the tax payment documentation.
	 
	13.3	 	As requested by the Lender, the Borrower and/or the Trustor should reimburse the Lender for
all reasonable expenses and costs arising from and in connection with exercise or protection
of any rights provided in this Contract or any of the documents mentioned hereof in any
jurisdiction, including without limited to lawyer’s fee.





ARTICLE 14. ASSIGNMENT OF CONTRACT




The Borrower should not assign any of its rights or obligations in this Contract to others unless
it has obtained the written consents of the Trustor and Lender.



ARTICLE 15. AMENDMENT TO CONTRACT




This Contract cannot be amended, modified or supplemented unless with the written consents of the
parties.



ARTICLE 16. NOTICE





	16.1	 	Any notice, request, instruction or other documents required to be given pursuant to this
Contract or in connection with this Contract should be made in writing and delivered to the
address of relevant party set forth below or such other address notified by the receiving
party five (5) business days beforehand.
	 
	 	 	To Trustor: Fortune (Beijing) Success Technology Co., Ltd.




Attention: Fan Zhenfei

Address: 9th Floor of Tower C, Corporate Square, No. 35, Financial

Street, Xicheng District, Beijing

Post code: 100032





To Borrower: Beijing Glory Co., Ltd.


Attention: Liang Yikun

Address: 9th Floor of Tower C, Corporate Square, No. 35, Financial

Street, Xicheng District, Beijing

Post code: 100032




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To Lender: China Bohai Bank Co., Ltd. Beijing Branch


Attention: Liu Lei

Address: F1 East Tower of Kaichen Plaza, No. 28 Fuxingmen Nei 
Dajie, Xicheng

District, Beijing

Post code: 100031





	16.2	 	Any notice, request, instruction or other documents given by any party under this Contract to
other parties shall be deemed to have been duly served:






	 	(1)	 	at the time of actual receipt if delivered personally or by EMS;
	 
	 	(2)	 	at the time when the sending party receives the confirmation of successful
transmission if delivered by fax; or
	 
	 	(3)	 	on the fifth banking business days after the letter being post if delivered by
pre-paid mail.





ARTICLE 17. SEVERABILITY




If any provision of this Contract shall be illegal, invalid or unenforceable in any aspect, the
remainder of this Contract shall not be so affected.



ARTICLE 18. OBLIGATIONS AND INDEMNIFICATIONS OF THE LENDER





	18.1	 	The Lender shall have the following obligations under this Contract:






	 	(1)	 	To extend to the Borrower the entrusted loan in accordance with this Contract and
handle relevant procedures in connection with the extension of the loan; and
	 
	 	(2)	 	To notify the Trustor promptly in the event that the Borrower fails to repay
principal and pay interest on time as agreed in this Contract.






	18.2	 	The parties confirm that the Lender shall assume no risk under this Contract. The Lender
shall not undertake the post-extension management responsibilities hereunder. The Lender does
not have any obligation to collect the non-performing loan owed by the Borrower through any
means (including without limitation to litigation, arbitration or any other legal proceedings)
or take any legal actions (including without limitation to participation or involvement in any
dissolution, liquidation or similar proceedings) against the Borrower. The Lender does not
have the obligation to make any payment under this Contract unless it has received relevant
amounts from the Borrower and the Trustor hereunder.






	18.3	 	The Trustor and the Borrower shall not request the Lender to participate or involve in any
legal proceedings between the Trustor or the Borrower in connection with this Contract for any
reason, by any means or in any name. Notwithstanding the





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	 	 	foregoing, the Lender has the right to decide whether to participate in such legal
proceedings under the request of the Trustor or the Borrower, provided that the requesting
party should provide necessary funds to the Lender in advance to cover all the estimated
losses, expenses and costs (including without limitation to attorney fee) that may accrue to
the Lender for participating such proceedings.






	18.4	 	The Trustor and the Borrower hereby indemnify and hold harmless the Lender from and against
all liabilities for damages arising out of this Contract, excluding those liabilities arising
out of the wilful misconducts of the Lender.





ARTICLE 19. GOVERNING LAW




This Contract shall be governed and interpreted by the law of PRC. Any dispute relating to this
Contract shall be resolved through negotiation. If the parties are unable to resolve the dispute
through negotiation, either party may submit the dispute to the people’s court at the place where
the Lender locates for litigation.



ARTICLE 20. COPIES




There are four original copies of this Contract, among which each of the Trustor and the Borrower
holds one copy and the Lender the other two copies. All the original copies shall have same effect.



ARTICLE 21. EFFECTIVENESS AND TERMINATION




This Contract shall take effective after it has been signed by the authorized representatives of or
been affixed with the chops of the Trustor, the Lender and the Borrower and all the conditions
precedent set forth in Article 5.1 of this Contract have been satisfied.



Unless otherwise provided in this Contract, any party can terminate this Contract, provided that it
has notified the other parties in writing 15 days beforehand. This Contract shall terminate upon
the date of termination specified in such written notice. Where the written notice does not provide
a specific date of termination, the Contract shall terminate upon the fifteenth day after the
written notice is sent out. The obligation of the parties under other documents signed on the basis
of this Contract shall not be affected by the termination of this Contract.



Special notice:




The Lender has reminded the Borrower and the Trustor to pay special attention to those provisions
regarding their rights and obligations, and has provided complete and accurate interpretation about
such provisions. The parties are consistent with each other with respect to the interpretation of
the provisions of this Contract.



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[The remainder is intentionally left blank]






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[Signature Page]




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




Wang Jun [Seal]




Legal Representative/Authorized Representative




Borrower: Beijing Glory Co., Ltd.




Zhao Zhiwei [Seal]




Legal Representative/Authorized Representative




Lender: China Bohai Bank Co., Ltd. Beijing Branch




Song Chengping [Seal]




Legal Representative/Authorized Representative





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