EXHIBIT 4.22
[Translated from Chinese Original]
LOAN AGREEMENT
The Loan Agreement (the "Agreement") is entered into as of March 3, 2008 between
the following parties:
Lender: CHINA FINANCE ONLINE CO., (BEIJING) LTD.
Registered Address: Room 946-949, Tower C, Corporation Mansion, Xx.00 Xxxxxxxxx
Xxxxxx Xxxxxxx Xxxxxxxx, Xxxxxxx 000000 Xxxxx.
Legal Representative: Xxxx Xxxxxx
Borrower A: XXX XXXX
Address: 9/F., Tower C, Corporation Mansion, Xx.00 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 000000 Xxxxx
ID No.: 000000000000000000
Borrower: XXXX XXXXXX
Address: 9/F, Tower C, Corporation Mansion, Xx. 00 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 000000 Xxxxx
ID No. :000000000000000000
(Borrower B and Borrower C are collectively referred to as "Borrowers").
WHEREAS,
(1) Borrowers enter into the Capital Increase Agreement with Fuhua Innovation
Technology Development Co., Ltd. (the "Company"), whereby the Borrowers will
contribute RMB 7 million fort he subscription of the newly increased registered
capital of the Company;
(2) Borrowers wishes to borrow a loan from Lender to finance his subscription
for the newly increased registered capital of the Company;
(3) Lender wishes to offer such Loan to Borrowers.
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 pursuant to relevant Chinese laws and
regulations:
ARTICLE 1. LOAN
1.1 Lender agrees to provide the Loan to Borrowers as follows: providing RMB
3.85 million to Borrower A, and RMB 3.15 million to Borrow B.
1.2 Term for such Loan shall be ten (10) years which may be extended upon the
agreement of the Parties (the "Term").
1.3 Notwithstanding the foregoing, in the following circumstances, Borrowers
shall repay the Loan regardless if the Term has expired:
(1) Borrower deceases or becomes a person without legal capacity or with limited
legal capacity;
(2) Borrower commits a crime or is involved in a criminal act; or
(3) Lender or its designated assignee can legally purchase Borrower's interest
in the Company under the PRC law and Lender chooses to do so.
1.4 Subject to the satisfaction of the conditions precedent as specified in
Article 2, Lender shall remit the amount of the Loan direct to the bank account
designated by Borrowers payment within 7 days after receiving the written
request of payment of Borrowers. Borrowers shall send a written receipt of the
Loan to Lender within 1 days after receiving the Loan.
1.5 The Loan shall only be used by Borrowers to the contribution of the newly
increased registered capital of the Company. Without Lender's prior written
consent, Borrowers shall not use the Loan for any other purpose or transfer or
pledge his interest in the Company to any third party.
1.6 Borrowers can only repay the Loan by transferring all of his interest in the
Company obtained by using the Loan to Lender or a third party designated by
Lender when such transfer is permitted under the PRC law.
1.7 Lender and Borrowers hereby jointly agree and confirm that Lender has the
right to, but has no obligation to, purchase or designate a third party (legal
person or natural person) to purchase all or part of Borrowers' shares in the
Company at a price equal to the amount of the Loan when such purchase is allowed
under the PRC law. If Lender or the third party assignee designated by Lender
only purchases part of Borrowers' interest in the Company, the purchase price
shall be reduced on a pro rata basis.
1.8 In the event when Borrowers transfer their shares in the Company to Lender
or a third party transferee designated by Lender, (i) if the actual transfer
price paid by Lender or the third party transferee equals or is less than the
principal amount of the Loan, the Loan shall be deemed as interest free; or (ii)
if the actual transfer price paid by Lender or the third party transferee 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 Borrowers to Lender in full.
ARTICLE 2. CONDITIONS PRECEDENT TO DISBURSEMENT
The following conditions must be satisfied before the Loan is disbursed to
Borrowers:
2.1 Lender has received the request of payment sent by Borrowers pursuant to
Article 1.2;
2.2 Borrowers and Lender have executed the Share Pledge Agreement to the
satisfaction of Lender;
2.3 Borrowers and Lender have executed the Option Purchase and Cooperative
Agreement to the satisfaction of Lender;
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2.4 The above Share Pledge Agreement and the Option Purchase and Cooperative
Agreement have been and remain effective. The parties to the contracts or
agreements have not materially breached any term or condition thereof, and all
the necessary governmental approval, consent, authorization and registration
have been obtained or completed.
2.5 The representations and warranties specified in Article 3 herein is true and
accurate on the date of Lender's receiving the request of payment and the date
of making the payment.
2.6 Borrowers have not materially breached any terms or conditions hereof.
ARTICLE 3. REPRESENTATION AND WARRANTIES
3.1 Lender hereby represents and warrants to Borrowers that:
(a) Lender is a company registered and validly existing under the laws of
China;
(b) Lender has full right, power and all necessary approvals and authorizations
to execute and perform this Agreement;
(c) the execution and the performance of this Agreement will not contravene any
provision of law applicable to Lender or any contractual restriction
binding on or affecting him; and
(d) this Agreement shall constitute the legal, valid and binding obligations of
Lender, which is enforceable against Lender in accordance with its terms
upon its execution.
3.2 Borrowers hereby represent and warrant to Lender that:
(a) Borrowers have full right, power and all necessary and appropriate approval
and authorization to execute and perform this Agreement;
(c) the execution and the performance of this Agreement will not contravene any
provision of law applicable to Borrowers or any contractual restriction
binding on or affecting Borrowers;
(d) this Agreement shall constitute the legal and valid obligations of
Borrowers, which is enforceable against Borrowers in accordance with its
terms upon its execution; and
(e) there are no legal or other proceedings before any court, tribunal or other
regulatory authority pending or threatened against Borrowers.
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ARTICLE 4. CONFIDENTIALITY
Without prior approval of the parties, any party shall keep confidential the
content of the agreement, and shall not disclose to any other person the content
of the agreement or make any public disclosure of the content hereof. However,
the article does not make any restrictions on (i) any disclosure made in
accordance with relevant laws or regulations of any stock exchange market; (ii)
any disclosed information which may be obtained through public channels, and is
not caused so by the defaulting of the disclosing party; (iii) any disclosure to
shareholders, legal consultants, accountants, financial consultants and other
professional consultants of any parties; or (iv) disclosure made to one party's
potential buyer of shares/assets, other investors, debt or share financing
providers, and the receiving party shall make proper confidentiality
undertakings (in the event that the transfer party is not Lender, the approval
from Lender shall be obtained as well).
ARTICLE 5. GOVERNING LAW AND LIABILITY FOR BREACH
5.1 The execution, validity, interpretation, performance, implementation,
termination and settlement of disputes of this Agreement shall be governed by
the laws of People's Republic of China.
5.2 Any violation of any provision hereof, incomplete performance of any
obligation provided hereunder, any misrepresentation made hereunder, material
concealment or omission of any material fact or failure to perform any covenants
provided hereunder by any Party shall constitute an event of default. The
defaulting Party shall assume all the legal liabilities pursuant to the
applicable laws.
ARTICLE 6. SETTLEMENT OF DISPUTES
6.1 Any dispute arising from the performance of this Agreement shall be first
subject to the Parties' friendly consultations. If such consultation fails, such
dispute can be submitted to arbitration.
6.2 The arbitration shall be administered by the Beijing branch of China
International Economic and Trade Arbitration Commission in accordance with the
then effective arbitration rules of the Commission in Beijing.
6.3 The arbitration award shall be final and binding on the Parties. The costs
of the arbitration (including but not limited to arbitration fee and attorney
fee) shall be borne by the losing party, unless the arbitration award stipulates
otherwise.
ARTICLE 7.MISCELLANEOUS
7.1 This Agreement shall take effect after the execution of the Parties.
7.2 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.
7.3 This Agreement is executed in three (3) counterparts. Each Party shall each
hold one counterpart.
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[Signature page, no body text]
LENDER:
CHINA FINANCE ONLINE (BEIJING) CO., LTD.
Seal:
Authorized Representative:
BORROWER A: Xxxx Xxx
(Signature)
BORROWER B: Xxxx Xxxxxx
(Signature)
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