EX-10.28



 Exhibit 10.28 

Loan Agreement 
 This Loan
Agreement (this “Agreement”) is made and entered into by and between the Parties below as of November 15, 2013 in Beijing, China: 
  

	 	(1)	Beijing Chukong Aipu Technology Co., Ltd. (“Lender”), a limited liability company, organized and existing under the laws of the PRC, with its address at Suite 2001, 17/F, Building No. 3, 6 Futong
East Avenue, Chaoyang District, Beijing; 

  

	 	(2)	Hou Yingtao (“Borrower”), a citizen of China with Chinese Identification No.:             . 


Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties”
collectively. 
 Whereas: 
  

	 	1.	Borrower intends to acquire 50% of equity interests in Beijing Tiansheng Chengye Information Technology Co., Ltd. (“Borrower Company”). All of the equity interest hereafter acquired by Borrower in Borrower
Company shall be referred to as Borrower Equity Interest; 

  

	 	2.	Lender confirms that it agrees to provide Borrower with and Borrower confirms that he/she has received a loan which equals to RMB5,000,000 to be used for the purposes set forth under this Agreement. 


After friendly consultation, the Parties agree as follows: 
  

	1	Loan 

  

	 	1.1	In accordance with the terms and conditions of this Agreement, Lender and Borrower hereby acknowledge that Borrower has obtained from Lender a loan in the amount of RMB5,000,000 (the “Loan”). The term of the
Loan shall be 10 years from the effective date of this Agreement, which may be extended upon mutual written consent of the Parties. During the term of the Loan or the extended term of the Loan, Borrower shall immediately repay the full amount of the
Loan in the event any one or more of the following circumstances occur: 

  

	 	1.1.1	30 days elapse after Borrower receives a written notice from Lender requesting repayment of the Loan; 

  

	 	1.1.2	Borrower’s death, lack or limitation of civil capacity; 

  

	 	1.1.3	Borrower ceases (for any reason) to be an employee of Lender, Borrower Company or their affiliates; 


  
 



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	 	1.1.4	Borrower engages in criminal act or is involved in criminal activities; 

  

	 	1.1.5	According to the applicable laws of China, foreign investors are permitted to invest in the principle business that is currently conducted by Borrower Company in China with a controlling stake and/or in the form of
wholly-foreign-owned enterprises, the relevant competent authorities of China begin to approve such investments, and Beijing Chukong Aipu Technology Co., Ltd. exercises the exclusive option under the Exclusive Option Agreement (the “Exclusive
Option Agreement”) described in this Agreement. 

  

	 	1.2	The Loan provided by Lender under this Agreement shall inure to Borrower’s benefit only and not to Borrower’s successors or assigns. 


 

	 	1.3	Borrower agrees to accept the aforementioned Loan provided by Lender, and hereby agrees and warrants using the Loan to acquire 50% equity interest of Borrower Company. Without Lender’s prior written consent,
Borrower shall not use the Loan for any purpose other than as set forth herein. 

  

	 	1.4	Lender and Borrower hereby agree and acknowledge that Borrower’s method of repayment shall be at the sole discretion of Lender, and shall at Lender’s option take the form of Borrower’s transferring the
Borrower Equity Interest in whole to Beijing Chukong Aipu Technology Co., Ltd. or its designated persons (legal or natural persons) pursuant to exercise of right by Beijing Chukong Aipu Technology Co., Ltd. to acquire the Borrower Equity Interest
under the Exclusive Option Agreement, and any proceeds from the transfer of the Borrower Equity Interest (to the extent permissible) shall be used by the Borrower to repay the Loan to Lender, in accordance with this Agreement and in the manner
designated by Lender. 

  

	 	1.5	When Borrower transfers Borrower Equity Interest to Beijing Chukong Aipu Technology Co., Ltd. or its designated person(s), in the event that the transfer price of such equity interest equals or is lower than the
principal of the Loan under this Agreement, the Loan under this Agreement shall be deemed an interest-free loan. In the event that the transfer price of such equity interest exceeds the principal of the Loan under this Agreement, the excess over the
principal shall be deemed the interest of the Loan under this Agreement payable by Borrower to Lender. 

  

	2	Representations and Warranties 

  

	 	2.1	Between the date of this Agreement and the date of termination of this Agreement, Lender hereby makes the following representations and warranties to Borrower: 


 

	 	2.1.1	Lender is a corporation duly organized and legally existing in accordance with the laws of China; 


  
 



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	 	2.1.2	Lender has the legal capacity to execute and perform this Agreement. The execution and performance by Lender of this Agreement is consistent with Lender’s scope of business and the provisions of Lender’s
corporate bylaws and other organizational documents, and Lender has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement; and 


 

	 	2.1.3	This Agreement constitutes Lender’s legal, valid and binding obligations enforceable in accordance with its terms. 

  

	 	2.2	Between the date of this Agreement and the date of termination of this Agreement, Borrower hereby makes the following representations and warranties: 


 

	 	2.2.1	Borrower has the legal capacity to execute and perform this Agreement. Borrower has obtained all necessary and proper approvals and authorizations for the execution and performance of this Agreement; 


 

	 	2.2.2	This Agreement constitutes Borrower’s legal, valid and binding obligations enforceable in accordance with its terms; and 

  

	 	2.2.3	There are no disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings relating to Borrower, nor are there any potential disputes, litigations, arbitrations, administrative
proceedings or any other legal proceedings relating to Borrower. 

  

	3	Borrower’s Covenants 

  

	 	3.1	As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company: 


 

	 	3.1.1	to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request; 


 

	 	3.1.2	to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income; 


 

	 	3.1.3	at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company; 

  

	 	3.2	Borrower covenants that during the term of this Agreement, he shall: 

  

	 	3.2.1	endeavor to keep Borrower Company to engage in its principle businesses; 


  
 



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	 	3.2.2	cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower
Equity Interest, or allow the encumbrance thereon of any security interest; 

  

	 	3.2.3	cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any
person, without the prior written consent of Lender; 

  

	 	3.2.4	immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest; 


 

	 	3.2.5	to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate
complaints or raise necessary and appropriate defense against all claims; 

  

	 	3.2.6	without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company; 


 

	 	3.2.7	appoint any designee of Lender as director of Borrower Company, at the request of Lender; 

  

	 	3.2.8	without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share
capital structure in any manner. 

  

	4	Liability for Default 

  

	 	4.1	If Borrower conducts any material breach of any term of this Agreement, Lender shall have right to terminate this Agreement and require the Borrower to compensate all damages; this Section 4.1 shall not prejudice
any other rights of Lender herein. 

  

	 	4.2	Borrower shall not terminate this Agreement in any event unless otherwise required by applicable laws. 

  

	 	4.3	In the event that Borrower fails to perform the repayment obligations set forth in this Agreement, Borrower shall pay overdue interest of 0.01% per day for the outstanding payment, until the day Borrower repays the
full principal of the Loan, overdue interests and other payable amounts. 


  
 



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	5	Notices 

  

	 	5.1	All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by
facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:


  

	 	5.1.1	Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery. 


 

	 	5.1.2	Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). 


 

	 	5.2	For the purpose of notices, the addresses of the Parties are as follows: 

  

			
	Lender:	  	Beijing Chukong Aipu Technology Co., Ltd.
	Address:	  	Suite 2001, 17/F, Building No. 3, 6 Futong East Avenue, Chaoyang District, Beijing
	Attn:	  	Chen Haozhi
		
	Borrower:	  	Hou Yingtao
	Address:	  	Street No.4, Yuejin Village, Fivestar Township, Changan District, Xian

  

	 	5.3	Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof. 


 

	6	Confidentiality 

 The Parties acknowledge that the existence and the terms of this
Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such
confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain
(other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government
authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors,
employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged
by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. 

  
 



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	7	Governing Law and Resolution of Disputes 

  

	 	7.1	The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes shall be governed by the laws of China. 


 

	 	7.2	In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an
agreement on the dispute within 30 days after either Party’s request to the other Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration
Commission for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on all Parties. 


 

	 	7.3	Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement
shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. 

  

	8	Miscellaneous 

  

	 	8.1	This Agreement should become effective upon execution by the Parties, and shall expire upon the date of full performance by the Parties of their respective obligations under this Agreement. 


 

	 	8.2	This Agreement shall be written in both Chinese and English language in two copies, each Party having one copy. The Chinese version and English version shall have equal legal validity. 


 

	 	8.3	This Agreement may be amended or supplemented through written agreement by and between Lender and Borrower. Such written amendment agreement and/or supplementary agreement executed by and between Lender and Borrower are
an integral part of this Agreement, and shall have the same legal validity as this Agreement. 

  

	 	8.4	In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability
of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the
greatest extent permitted by law the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 


  
 



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	 	8.5	The attachments (if any) to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement. 


 

	 	8.6	Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof. The provisions of Sections
4, 6, 7 and this Section 8.6 shall survive the termination of this Agreement. 


  
 



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 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Loan
Agreement as of the date firs above written. 
  

			
	Lender:	 	Beijing Chukong Aipu Technology Co., Ltd. (Seal)
		
	By:	 	 /s/ Chen Haozhi

	Name:	 	Chen Haozhi
	Title:	 	Legal Representative
		
	Borrower:	 	Hou Yingtao
		
	By:	 	 /s/ Hou Yingtao