Exhibit 4.24
Business Operations
Agreement
This Business Operations Agreement
(“Agreement”) is executed by and among the following
parties on the date of August 11 2004 (“Effective
Date”):
|
|
|
|
|
Party
A:
|
|
Ceng Dong Yi
(Beijing) Technology Company Limited
|
|
Address:
|
|
Room 726, No.10
North Hongda Road, Beijing Economical and Technical Development
Zone, Beijing
|
|
|
|
|
Party
B:
|
|
Beijing
LingXun Interactive Science Technology and Development Co.,
Ltd
|
|
Address:
|
|
No.6-1-704
Webbok House, Wei Gong Cun Street, Haidian District,
Beijing
|
|
|
|
|
Party
C:
|
|
Du Ying
Shuang
|
|
Address:
|
|
No.A2, Bei Guan
Ting, Bei Xiao Jie Huo Kou, Dongcheng District, Beijing
|
|
|
|
|
Party
D:
|
|
Sheng
Yong
|
|
Address:
|
|
No.6, Room 1,
Yard 9, Dormitory of PRC Committee of Plan, Xi Cheng Geng Nan Jie,
Xicheng District, Beijing
|
WHEREAS:
|
1.
|
Party A is a
wholly foreign-owned enterprise established in the People’s
Republic of China (hereinafter abbreviated the
“PRC”);
|
|
2.
|
Party B, a
wholly domestic-invested company registered in the PRC, is licensed
by Beijing Communications Administration Bureau to engage in the
business of the Internet information provision service;
|
|
3.
|
A business
relationship has been established between Party A and Party B by
executing an Exclusive Technical and Consulting Services
Agreement (“Services Agreement”);
|
|
4.
|
According to
the Services Agreement, Party B shall make a payment to Party A
which has not been made so far, so the daily operation of Party B
will materially impact its capacity of payment to Party
A.;
|
|
5.
|
Party C, a
shareholder of Party B, owns 51% of the equity in Party
B;
|
|
6.
|
Party D, a
shareholder of Party B, owns 49% of the equity in Party
B;
|
|
7.
|
Party A, Party
B, Party C and Party D herein agree to further confirm the relevant
matters regarding the business operation of Party B.
|
WHEREAS, each party, through friendly
negotiation, enter into the Agreement as follows:
|
1.
|
In order to
ensure the operation of Party B’s business, Party A hereby
agrees to, as the guarantor, guarantee Party B’s performance
of the contracts, agreements or transactions executed by
and
|
1
between Party B and any third party
regarding the operation of Party B’s business if Party B
satisfies the relevant terms under this Agreement. Party B hereby
agrees to pledge to Party A its receivable accounts incurred from
its business and all of its assets as a counter-guarantee.
According to the guarantee set out above, Party A, as the guarantor
for Party B, shall respectively execute a written guarantee
agreement with the counter party to relevant contract for the
purpose of bearing the guarantee liability.
In order to assure the operation of
Party B’s business, Party B shall borrow five (5) million RMB
as an operating funds loan. Party A hereby agrees to provide a
guarantee for such loan if Party B satisfies the relevant terms
under this Agreement.
|
2.
|
Whereas the
provision of Article 1 hereof, and in order to ensure Party
B’s performance of the business agreements between Party A
and Party B and its payments to Party A, Party B together with its
shareholders, Party C and Party D, hereby jointly confirm and agree
that Party B shall not conduct any transaction which may materially
affect its assets, obligations, rights or the operation of the
company, unless a prior written consent from Party A or other
affiliated companies to Party A has been obtained, including but
not limited to the following contents:
|
|
|
2.1
|
To borrow money
or incur any debt from any third party;
|
|
|
2.2
|
To sell to or
acquire from any third party any assets or rights, including but
not limited to any intellectual property rights;
|
|
|
2.3
|
To provide
guarantee for any third party with its assets or intellectual
property rights;
|
|
|
2.4
|
To assign
rights and obligations under this Agreement herein to any third
party.
|
|
3.
|
In order to
ensure Party B’s performance of the business agreements
between Party A and Party B and its payments to Party A, Party B
together with its shareholders, Party C and Party D, hereby jointly
agree to accept the policies and instructions in respect of the
recruitment and dismissal of employees, the daily business
management and financial management, etc., provided by Party A from
time to time.
|
|
4.
|
Party B
together with its shareholders, Party C and Party D, hereby
jointl
|
|
