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BUSINESS OPERATIONS AGREEMENT

Consulting Services Agreement

BUSINESS OPERATIONS AGREEMENT | Document Parties: TOM ONLINE INC | Ceng Dong Yi (Beijing) Technology Company Limited | Beijing LingXun Interactive Science Technology and Development Co., Ltd You are currently viewing:
This Consulting Services Agreement involves

TOM ONLINE INC | Ceng Dong Yi (Beijing) Technology Company Limited | Beijing LingXun Interactive Science Technology and Development Co., Ltd

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Title: BUSINESS OPERATIONS AGREEMENT
Date: 3/29/2005

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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


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