Exhibit 4.68





Exhibit 4.68




Beijing Ninetowns Ports Software and Technology Co., Ltd.




Beijing Ninetowns Zhi Fang Software and Technology Co., Ltd.




Debt Repayment

Agreement




This Agreement is entered into in Beijing by and between the following two parties:


 


 









 





Party A (Creditor): Beijing Ninetowns Ports Software and Technology Co., Ltd.



Party B (Debtor): Beijing Ninetowns Zhi Fang Software and Technology Co., Ltd.



The above parties are individually referred to as “a party” and collectively “the parties”.



Whereas




Under the influence of the global financial crisis, international trade has been drastically
shrinking and Party B thus goes through a period of great hardship. Party A has a sufficient
understanding of this and gives support to Party B, and now, Party A proposes a debt repayment
agreement to tide over the difficulties together with Party B.




	1.	 	The parties acknowledge that, as of December 31, 2010, Party B shall pay Party A a total
sales amount of RMB 12,170,074.30 for distributing the software products and services of Party
A.

	 
	2.	 	Aging analysis of accounts, in RMB ten thousand Yuan:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2010.12.31	 	 	 	 	 	 	 	 	 	 	 	 
	Balance of	 	 	 	 	 	 	 	 	 	 	 	 
	Accounts	 	2010	 	 	2009	 	 	2008	 	 	2007	 
	Receivable	 	Within 1 year	 	 	1-2 years	 	 	2-3 years	 	 	Over 3 years	 
	1,217
	 	 	0	 	 	 	221	 	 	 	723	 	 	 	 273	 






Note: the account age is determined on a last in, first out basis.



3. The parties confirm that the above sales amount has not been repaid yet.



Therefore, the parties agree as follows with respect to the debt restructuring through
friendly consultation in accordance with the provisions of Contract Law of the People’s Republic
of China and other applicable laws and regulations:



Article 1 Representations, Warranties and Undertakings




The parties acknowledge that, the representations, warranties and undertakings made by one party to
the other party are the important prerequisites for the parties to carry out debt repayment
pursuant to this Agreement, and the parties enter into this Agreement in reliance on the following
representations and warranties.




1) Such party is a legal entity incorporated and legally existing under the laws of
China.




2) It obtains sufficient authority to enter into this Agreement and has full rights and
ability to sign this Agreement and perform all its obligations hereunder.




3) Both parties will make their best efforts to closely and fully cooperate with each
other to facilitate the successful completion of debt restructuring in the principles of good
faith, pragmatism and responsibility.




4) The representations and warranties made by such party hereunder are consistently
valid.


 


 









 





Article 2 Debt Repayment Scheme




1. Debt



Both parties confirm that, the amount of the debt owe to Party A by Party B is RMB 12,170,074.30.



2. Repayment Scheme



Due to the impact of the financial crisis, the customers of Party B are unable to make payments to
Party B in a timely manner, resulting in a long account age of the sales amount owe to Party A by
Party B. Considering the above fact, with respect to the said debt, Party A proposes the following
waive and repayment scheme based on the future operating conditions of Party B:



Party A will waive the above debt accordingly based on the account age and repayment capacity. The
waive percentage is as follows:



Amount Unit: RMB 10,000




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Less than 1	 	 	 	 	 	 	 	 	 	 	More than 3	 
	Account Age	 	Year	 	 	1-2 Years	 	 	2-3 Years	 	 	Years	 
	Account Receivable
Balance
	 	 	0	 	 	 	221	 	 	 	723	 	 	 	273	 
	Waive Percentage
	 	 	0	%	 	 	0	%	 	 	83.5	%	 	 	100	%
	Waive Amount
	 	 	0	 	 	 	0	 	 	 	604	 	 	 	273	 






Party A will waive the part in an amount of RMB 8,770,000 of the above debt. The remaining debt
amount is RMB 3,400,000 which shall be repaid within two years. That is:




	 	(1)	 	Party B shall pay off RMB 1,700,000 prior to December 31, 2011.

	 
	 	(2)	 	Party B shall pay off the remaining RMB 1,700,000 prior to December 31, 2012.






In addition, Party B must undertake to repay the sales amount newly arising each year within the
credit period.


 


 









 





Article 3 Liabilities for Breach of Contract




In the event that either party breaches any of its obligations hereunder, such party shall
compensate for all the losses caused to the other party (including but not limited to the
reasonable attorney fees paid by the other party therefor and all expenses incurred for the
settlement of disputes).



Article 4 Modification, Change and Interpretation of this Agreement



Any modification, change and interpretation of this Agreement must be made in writing.



Article 5 Applicable Law




The conclusion, validity, interpretation, performance and dispute settlement of this Agreement
shall be governed by the laws of the People’s Republic of China in effect at the time of signing
this Agreement.



Article 6 Settlement of Disputes




Any dispute arising out of or in connection with this Agreement shall be settled through friendly
consultation, failing which, either party shall have the right to bring a lawsuit before the
people’s court of competent jurisdiction.



The expenses in respect of the lawsuit shall be borne by the losing party.



Article 7 Effectiveness of Agreement




This Agreement shall come into force upon execution by both parties.



Article 8 Miscellaneous





	1.	 	Both parties have read all clauses of this Agreement and its annexes, and have been fully
aware of and adequately understood the meanings and corresponding legal consequences of this
Agreement and its annexes.







	2.	 	Should any provision of this Agreement be declared invalid, such invalidity shall not affect
the validity of the remaining provisions of this Agreement.




 


 









 











	3.	 	The headings used herein are for reference purpose only and shall not affect the construction
or interpretation of this Agreement in any way. The time expressed in days herein all refer to
calendar day.







	4.	 	For any matter not mentioned herein, the parties may sign a supplementary agreement, which
will also constitute an integral part of this Agreement. The annexes and supplementary
agreement shall have the same legal force as this Agreement.







	5.	 	This Agreement is made in two originals, one for each party, and the originals shall be
equally authentic.






(This page is intentionally left blank)



Party A: Beijing Ninetowns Ports Software and Technology Co., Ltd. (seal)




Legal representative or authorized representative: (signature)

(Company Seal) [seal: Beijing Ninetowns Ports Software and Technology Co., Ltd.]



Date: June 22, 2011




 


 









 







Party B: Beijing Ninetowns Zhi Fang Software and Technology Co., Ltd. (seal)




Legal representative or authorized representative: (signature)

(Company Seal) [seal: Beijing Ninetowns Zhi Fang Software and Technology Co., Ltd.]



Date: June 22, 2011