Exhibit 10.23
CONTRACT IN RELATION TO
MAXIMUM AMOUNT OF GUARANTEE
Contract No.: 00100241120030013
Creditor Hua Xia Bank, Beijing Branch, Shouti Legal Xxxx Xxxxxxx
(in full Sub-branch Representative
name): :
Address: No.168, Xi Wai Avenue Postal Code: 100044
Telephone 00000000 Fax:
Number:
Guarantor Hurray! Times Communications Legal Xiang Songzuo
(in full (Beijing) Ltd. Representative
name): :
Address: Xxxx X00X, Xxxxx X, Xxxx Xxxx Postal Code:
Building, Xx.0 Xxxxxxx Xxxx,
Xxxxxxx Xxxxxxxx, Xxxxxxx
Telephone Fax:
Number:
Principal Account
Bank: Number:
Time of Signing: December 31, 2004
Place of Signing: Beijing
WHEREAS the Creditor and Hurray! Solutions (hereinafter referred to as the
-----------------
"Debtor") are going to enter into a series of indebtedness contracts
(hereinafter referred to as "Master Contracts") within the scope stipulated by
Article 1(1) hereof, and the Guarantor provides a guarantee to the Creditor for
the performance by the Debtor of its obligation to repay indebtedness under the
Master Contracts on a voluntary basis. The Creditor and the Guarantor
(hereinafter referred to as the "Parties") have, after fair consultation,
entered into this Contract unanimously and agreed to abide by it in accordance
with the applicable laws and regulations of the PRC so as to ensure the
enforcement by the Creditor of its right to the payment of indebtedness.
ARTICLE 1 MAJOR INDEBTEDNESS UNDER GUARANTEE
1. Major indebtedness under the guarantee shall be the indebtedness incurred
from the businesses agreed to be transacted by the Creditor during the period
from December 31, 2004 to December 31, 2005.
The maximum balance of the major indebtedness under the guarantee shall be
no more than RMB (in words) One Hundred Million, of which the portion in foreign
-------------
currency shall
be calculated at the selling price promulgated by the Creditor on the date when
the conversion is taken place.
The businesses agreed to be transacted by the Creditor shall include
RMB Loan (RMB/Foreign Currency Loan, discount of bank/commercial acceptance
--------
bills, acceptance of bank acceptance bills, certificate for reduction or
exemption of deposit, documentary bills for import and export, and packing loans
for export).
2. Within the scope stipulated by Article 1(1) hereof, the Debtor may make an
application to the Creditor for revolving line of credit and other bank credits.
In relation to each of the indebtedness, its commencement date, expiry
date, interest rate and amount shall be determined on the basis of the proof in
respect of the loans under the Master Contracts or relevant documents for the
indebtedness.
3. Within the scope stipulated by Article 1(1) hereof, the Creditor shall not be
required to sign a separate guarantee contract with the Guarantor in respect of
each of the indebtedness upon release of line of credit and other bank credits.
4. Within the scope stipulated by Article 1(1) hereof, the Guarantor shall be
liable in the currencies designated under the Master Contracts.
ARTICLE 2 SCOPE OF GUARANTEE
The scope of the guarantee shall include the principal, interest, overdue
interest, compound interest, penalties and liquidated damages in connection with
all the indebtedness under the Master Contracts, the compensation for damages,
as well as all expenses relating to the enforcement by the Creditor of its right
to payment of indebtedness such as legal cost and fees.
The Guarantor shall be liable to any actual amount which exceeds the
maximum balance of the indebtedness due to the change in interest rate.
ARTICLE 3 FORM OF GUARANTEE
1. The guarantee shall be in the form of guarantee with joint liability.
2. Upon expiry of each of the indebtedness under the Master Contracts, the
Creditor shall have the right to demand the Guarantor directly to be liable to
the guarantee under this Contract in the event of the non-performance or partial
performance by the Debtor of its obligation to repay the indebtedness concerned.
With regard to each of the indebtedness under the Master Contracts, the
expiration of its performance period shall include the circumstance where the
Creditor declares the early expiration of each of the indebtedness under the
Master Contract in
accordance with the requirements of national laws and regulations or the Master
Contracts.
ARTICLE 4 GUARANTEE PERIOD
The guarantee period shall be determined separately on the basis of each of
the indebtedness under the Master Contracts.
1. The guarantee period in connection with loans shall be 2 years from the
expiration of the performance period in respect of the indebtedness under the
Master Contracts.
2. The guarantee period in connection with bank acceptance bills,
certificate for reduction or exemption of deposits and documentary bills for
import shall be 2 years from the date on which an advance is provided by the
Creditor.
3. The guarantee period in connection with discount of commercial bills
shall be 2 years from the expiry date of discounted bills.
4. If the Creditor and the Debtor sign an agreement for the extension of
performance period in relation to each of the indebtedness, the guarantee period
for the individual indebtedness shall be 2 years from the expiration of the
performance period in respect of the indebtedness thereunder.
5. In the event that the Creditor declares the early expiration of each of
the indebtedness under the Master Contracts pursuant to the laws and regulations
or the Master Contracts, the guarantee period shall be 2 years from the
expiration of the performance period of the indebtedness.
ARTICLE 5 UNDERTAKINGS BY THE GUARANTOR
1. To provide true and valid financial statement and other related materials and
information at the request of the Creditor.
2. To perform the obligations under the guarantee pursuant to this Contract;
3. The Creditor may directly deduct an amount from the account of the Guarantor
in the case of the failure on the part of the Guarantor to perform its
obligations under this Contract;
4. To notify the Creditor in writing within 5 working days upon the occurrence
of the following:
(1) Change in affiliation or senior management, amendment to the articles
of association and change of the organizational structure;
(2) The performance of the Guarantor's obligations in respect of the
guarantee hereunder may be affected as a result of serious difficulties in
production operation, deterioration of financial condition, or any litigation
and arbitration of material significance;
(3) Alteration of the registration of its name, address and legal
representative with the bureau in charge of administration for industry and
commerce.
5. To notify the Creditor in writing and obtain its written consent 10 working
days prior to the implementation of the following:
(1) Change of capital structure or form of operation;
(2) Any guarantee created with the Guarantor's major assets as security for
the indebtedness of itself or a third party, which may affect the performance of
the obligations in respect of the guarantee hereunder.
6. To approve the extension for the performance of the Debtor's obligations in
respect of each of the indebtedness under the Master Contracts agreed by the
Creditor and the Debtor.
7. To monitor the application by the Debtor of the line of credit or other bank
credits as required by the use and application under the Master Contracts.
8. To continue to bear the joint liability to the Creditor for the obligations
of the Debtor even though the Master Contracts are deemed to be invalid.
ARTICLE 6 LIABILITIES FOR BREACH OF CONTRACT
After this Contract becomes effective, the Guarantor shall fully perform
the obligations hereunder in a timely manner, and shall be liable to the
compensation for any loss suffered by the Creditor as a result of the
non-performance of this Contract.
ARTICLE 7 DISPUTES RESOLUTION
1. Any dispute arising from this Contract shall be handled in accordance with
method No.1 below if it cannot be resolved through consultation:
----
(1) To initiate a legal action in the People's Court of the place in which
the Creditor is located.
(2) To submit the dispute to the arbitration commission
------
for arbitration in accordance with its rules of arbitration currently in force.
2. During the period of consultation, litigation or arbitration, the provisions
hereof which are not in dispute shall be performed continuously.
ARTICLE 8 OTHER PROVISIONS
[None]
---------------
ARTICLE 9 EFFECTIVENESS OF THE CONTRACT
This Contract shall become effective after it is signed by the legal
representative or authorized representative of the Parties and affixed with
common seals.
ARTICLE 10 COUNTERPART OF THE CONTRACT
This Contract shall be executed in three original counterparts. The Parties
-----
shall each keep one copy and each of them shall have the equal legal effect.
ARTICLE 11 SPECIAL STATEMENT
The Creditor has urged the Guarantor to read this Contract thoroughly and
accurately, and has provided an explanation in detail of this Contract at the
request of the Guarantor; their understanding of this Contract is entirely the
same.
Creditor (Seal): (Seal of Hua Xia Bank, Guarantor: Seal of Hurray!
Beijing Branch, Shouti Times
Sub-branch affixed) Communications
(Beijing) Ltd.
affixed
Legal Xxxx Xxxxxxx (Signed) Legal Xiang Songzuo
Representative or Representative or (Signed)
Authorized Authorized
Representative Representative
(Signature): (Signature):
CONTRACT IN RELATION TO
MAXIMUM AMOUNT OF GUARANTEE
Contract No.: 00100241120030013
Creditor Hua Xia Bank, Beijing Branch, Shouti Legal Xxxx Xxxxxxx
(in full Sub-branch Representative
name): :
Address: No.168, Xi Wai Avenue Postal Code: 100044
Telephone 00000000 Fax:
Number:
Guarantor Beijing Enterprise Network Legal Li Jieqiang
(in full Technology Co., Ltd. Representative
name): :
Address: Xxxx 000, Xxxxxxxx Xxxxxxxx, Xx. 0, Postal Code:
Shangdi Xx. 0 Xxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxxx
Telephone Fax:
Number:
Principal Account
Bank: Number:
Time of Signing: December 31, 2004
Place of Signing: Beijing
WHEREAS the Creditor and Hurray! Solutions (hereinafter referred to as the
-----------------
"Debtor") are going to enter into a series of indebtedness contracts
(hereinafter referred to as "Master Contracts") within the scope stipulated by
Article 1(1) hereof, and the Guarantor provides a guarantee to the Creditor for
the performance by the Debtor of its obligation to repay indebtedness under the
Master Contracts on a voluntary basis. The Creditor and the Guarantor
(hereinafter referred to as the "Parties") have, after fair consultation,
entered into this Contract unanimously and agreed to abide by it in accordance
with the applicable laws and regulations of the PRC so as to ensure the
enforcement by the Creditor of its right to the payment of indebtedness.
ARTICLE 1 MAJOR INDEBTEDNESS UNDER GUARANTEE
1. Major indebtedness under the guarantee shall be the indebtedness incurred
from the businesses agreed to be transacted by the Creditor during the period
from December 31, 2004 to December 31, 2005.
The maximum balance of the major indebtedness under the guarantee shall be
no more than RMB (in words) One Hundred Million, of which the portion in foreign
-------------
currency shall
be calculated at the selling price promulgated by the Creditor on the date when
the conversion is taken place.
The businesses agreed to be transacted by the Creditor shall include
RMB Loan (RMB/Foreign Currency Loan, discount of bank/commercial acceptance
--------
bills, acceptance of bank acceptance bills, certificate for reduction or
exemption of deposit, documentary bills for import and export, and packing loans
for export).
2. Within the scope stipulated by Article 1(1) hereof, the Debtor may make an
application to the Creditor for revolving line of credit and other bank credits.
In relation to each of the indebtedness, its commencement date, expiry
date, interest rate and amount shall be determined on the basis of the proof in
respect of the loans under the Master Contracts or relevant documents for the
indebtedness.
3. Within the scope stipulated by Article 1(1) hereof, the Creditor shall not be
required to sign a separate guarantee contract with the Guarantor in respect of
each of the indebtedness upon release of line of credit and other bank credits.
4. Within the scope stipulated by Article 1(1) hereof, the Guarantor shall be
liable in the currencies designated under the Master Contracts.
ARTICLE 2 SCOPE OF GUARANTEE
The scope of the guarantee shall include the principal, interest, overdue
interest, compound interest, penalties and liquidated damages in connection with
all the indebtedness under the Master Contracts, the compensation for damages,
as well as all expenses relating to the enforcement by the Creditor of its right
to payment of indebtedness such as legal cost and fees.
The Guarantor shall be liable to any actual amount which exceeds the
maximum balance of the indebtedness due to the change in interest rate.
ARTICLE 3 FORM OF GUARANTEE
1. The guarantee shall be in the form of guarantee with joint liability.
2. Upon expiry of each of the indebtedness under the Master Contracts, the
Creditor shall have the right to demand the Guarantor directly to be liable to
the guarantee under this Contract in the event of the non-performance or partial
performance by the Debtor of its obligation to repay the indebtedness concerned.
With regard to each of the indebtedness under the Master Contracts, the
expiration of its performance period shall include the circumstance where the
Creditor declares the early expiration of each of the indebtedness under the
Master Contract in
accordance with the requirements of national laws and regulations or the Master
Contracts.
ARTICLE 4 GUARANTEE PERIOD
The guarantee period shall be determined separately on the basis of each of
the indebtedness under the Master Contracts.
1. The guarantee period in connection with loans shall be 2 years from the
expiration of the performance period in respect of the indebtedness under the
Master Contracts.
2. The guarantee period in connection with bank acceptance bills,
certificate for reduction or exemption of deposits and documentary bills for
import shall be 2 years from the date on which an advance is provided by the
Creditor.
3. The guarantee period in connection with discount of commercial bills
shall be 2 years from the expiry date of discounted bills.
4. If the Creditor and the Debtor sign an agreement for the extension of
performance period in relation to each of the indebtedness, the guarantee period
for the individual indebtedness shall be 2 years from the expiration of the
performance period in respect of the indebtedness thereunder.
5. In the event that the Creditor declares the early expiration of each of
the indebtedness under the Master Contracts pursuant to the laws and regulations
or the Master Contracts, the guarantee period shall be 2 years from the
expiration of the performance period of the indebtedness.
ARTICLE 5 UNDERTAKINGS BY THE GUARANTOR
1. To provide true and valid financial statement and other related materials and
information at the request of the Creditor.
2. To perform the obligations under the guarantee pursuant to this Contract;
3. The Creditor may directly deduct an amount from the account of the Guarantor
in the case of the failure on the part of the Guarantor to perform its
obligations under this Contract;
4. To notify the Creditor in writing within 5 working days upon the occurrence
of the following:
(1) Change in affiliation or senior management, amendment to the articles
of association and change of the organizational structure;
(2) The performance of the Guarantor's obligations in respect of the
guarantee hereunder may be affected as a result of serious difficulties in
production operation, deterioration of financial condition, or any litigation
and arbitration of material significance;
(3) Alteration of the registration of its name, address and legal
representative with the bureau in charge of administration for industry and
commerce.
5. To notify the Creditor in writing and obtain its written consent 10 working
days prior to the implementation of the following:
(1) Change of capital structure or form of operation;
(2) Any guarantee created with the Guarantor's major assets as security for
the indebtedness of itself or a third party, which may affect the performance of
the obligations in respect of the guarantee hereunder.
6. To approve the extension for the performance of the Debtor's obligations in
respect of each of the indebtedness under the Master Contracts agreed by the
Creditor and the Debtor.
7. To monitor the application by the Debtor of the line of credit or other bank
credits as required by the use and application under the Master Contracts.
8. To continue to bear the joint liability to the Creditor for the obligations
of the Debtor even though the Master Contracts are deemed to be invalid.
ARTICLE 6 LIABILITIES FOR BREACH OF CONTRACT
After this Contract becomes effective, the Guarantor shall fully perform
the obligations hereunder in a timely manner, and shall be liable to the
compensation for any loss suffered by the Creditor as a result of the
non-performance of this Contract.
ARTICLE 7 DISPUTES RESOLUTION
1. Any dispute arising from this Contract shall be handled in accordance with
method No.1 below if it cannot be resolved through consultation:
----
(1) To initiate a legal action in the People's Court of the place in which
the Creditor is located.
(2) To submit the dispute to the arbitration commission
------
for arbitration in accordance with its rules of arbitration currently in force.
2. During the period of consultation, litigation or arbitration, the provisions
hereof which are not in dispute shall be performed continuously.
ARTICLE 8 OTHER PROVISIONS
[None]
---------------
ARTICLE 9 EFFECTIVENESS OF THE CONTRACT
This Contract shall become effective after it is signed by the legal
representative or authorized representative of the Parties and affixed with
common seals.
ARTICLE 10 COUNTERPART OF THE CONTRACT
This Contract shall be executed in three original counterparts. The Parties
-----
shall each keep one copy and each of them shall have the equal legal effect.
ARTICLE 11 SPECIAL STATEMENT
The Creditor has urged the Guarantor to read this Contract thoroughly and
accurately, and has provided an explanation in detail of this Contract at the
request of the Guarantor; their understanding of this Contract is entirely the
same.
Creditor (Seal): (Seal of Hua Xia Bank, Guarantor: Seal of Beijing
Beijing Branch, Shouti Enterprise Network
Sub-branch affixed) Technology Co., Ltd.
affixed
Legal Xxxx Xxxxxxx (Signed) Legal Li Jieqiang
Representative Representative or (Signed)
or Authorized Authorized
Representative Representative
(Signature): (Signature):
