贷款协议(英文版)

Loan Agreement

This Loan Agreement (this “Agreement”) dated , 2011, is made and entered into by and among (i) Milestone Online Travel Limited (the “Lender”), (ii) Hong Kong XX International Investment Co., Limited (香港XX国际投资有限公司), a company incorporated and existing under the laws of Hong Kong (the “Borrower”) and (iii)XX Tourism Holding (Group) Company Ltd. (XX旅业控股(集团)有限公司), a company incorporated and existing under the laws of the PRC (the “Guarantor”). The Lender, the Borrower and the Guarantor are referred to herein collectively as the “Parties” and individually as a “Party”.

WHEREAS, the Lender signed a Series A Preference Share Purchase Agreement with XX International Holding Co., Limited, a company incorporated and existing under the laws of Cayman Islands (“XX Holding”), which is going to be the sole shareholder of the Borrower, and other related parties on September 18, 2011 (“SPA”) to invest in the series A financing of XX Holding (the “Series A Financing”) by acquiring series A preference shares issued by XX Holding (“Series A Shares”)(except otherwise provided herein, all capitalized terms used but not defined herein shall have the meaning ascribed to them in the SPA);

WHEREAS, the Borrower is in the process of establishing a wholly foreign owned enterprise in the PRC (“WFOE”), which will enter into a series of Restructuring Agreements with XX Travel Internet Service Co., Ltd. (XX旅行网络服务有限公司)(“PRC Company”) and the incorporation of the WFOE and the execution of Restructuring Agreements are conditions precedent to the Initial Closing of the Series A Financing by the Lender;

WHEREAS, the Lender intends to lend [US$7,317,000] to the Borrower pursuant to the conditions and terms of this Agreement for the purpose of facilitating the incorporation of the WFOE (the “Loan”);

NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto hereby agree as follows:

SECTION 1 LOAN1.1Loan. Subject to the terms and conditions of this Agreement, the Lender agrees to provide the Loan in an aggregate amount of [US$7,317,000] to the Borrower within ten (10) Business Days after the execution of this Agreement. “Business Day” shall mean any day other than a Saturday, Sunday or public holiday on which commercial banks are open for business in Hong Kong.1.2Interest. The Loan shall bear no interest. 1.3Term. Subject to Sections 1.5 and 4.4, the term of the Loan (the “Term”) shall commence from the date of disbursement of the Loan pursuant to this Agreement and shall end on the earlier of (i) three (3) months after the date of disbursement of the Loan; or (ii) the date on which the Conditions to the Closing of the Investors as set forth in the SPA are fulfilled. 1.4Account and Receipt. Within ten (10) Business Days after the execution of this Agreement, the Lender shall wire the amount of the Loan in immediately available funds to the account set forth below (“Bank Account”). The Borrower shall provide the Lender with a written acknowledgement upon receipt of the Loan.

Bank Name: [The Hongkong and Shanghai Banking Corporation Limited, Hong Kong Branch]

Account Name: [ ]

Account Number: [ ]

Currency: [ ]

Swift code: [ ]

1.5Conditions Precedent. The obligation of the Lender to provide the Loan to the Borrower contemplated in Section 1.1 herein shall be subject to the satisfaction of the following conditions, unless waived in writing by the Lender:(a)Signatory of Bank Account. The authorized signatory of the Bank Account shall have been changed to Yunli Lou (Passport number: BA538978), who cannot be replaced without prior written consent of the Lender during the Term of the Loan.(b)Representations and Warranties. All the representations and warranties made by the Borrower in Section 2.2 herein are true, complete, accurate and not misleading.(c)Share Transfer of the Borrower. Relevant documents in respect of the share transfer from the existing shareholder of the Borrower to XX Holding, including the instrument of transfer and relevant resolutions of the Borrower, shall have been duly signed in a form satisfactory to the Lender.1.6Guarantee. The Guarantor guarantees that it is jointly responsible for the repayment of the Loan by the Borrower under this Agreement.SECTION 2 REPRESENTATIONS AND WARRANTIES2.1Representations and Warranties of the Lender. The Lender hereby makes the following representations and warranties to the Borrower as of the date of this Agreement:(a)The Lender has the authority and power to execute, deliver and perform this Agreement; and(b)This Agreement constitutes the Lender’s legal, valid and binding obligations enforceable in accordance with its terms.2.2Representations and Warranties of the Borrower. The Borrower hereby makes the following representations and warranties to the Lender as of the date of this Agreement:(a)The Borrower has the legal capacity to execute, deliver and perform this Agreement;(b)This Agreement constitutes the Borrower’s legal, valid and binding obligations enforceable in accordance with its terms; (c)The execution, delivery and performance by the Borrower of this Agreement does not and will not contravene, breach or violate (i) the terms of any agreement, document or instrument to which the Borrower is a party or by which the Borrower’s assets or properties are bound or (ii) any applicable law;(d)The Borrower is in good standing and in good financial status; there is no outstanding debt or liability of the Borrower except for this Loan; (e)The Borrower has not taken any corporate action, nor have any other steps been taken or legal proceedings been started or threatened against it, for its insolvency, winding-up, dissolution or liquidation; (f) No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or threatened against the Borrower; and

(g) The Bank Account is the only bank account of the Borrower.

SECTION 3 BORROWER’S COVENANTS

The Borrower and the Guarantor covenant that during the Term of this Agreement, the Borrower shall and the Guarantor shall procure the Borrower:

3.1to retain the Loan in the Bank Account during the Term of the Loan and not to dispose any amount of the Loan for any purpose without the prior written consent of the Lender;3.2to immediately notify the Lender of the occurrence of any litigation, arbitration or administrative proceedings relating to the Borrower’s assets, business or income; 3.3to refrain from, without the prior written consent of the Lender, any action and/or omission that may have a material impact on the assets, business and liabilities of the Borrower, including but without limitations to, obtain any loans or similar indebtednesses from or issue any debt securities to any third party; 3.4not to change the signatory of the Bank Account without the prior written consent of the Lender; and3.5not to open any other bank account in addition to the Bank Account without the prior written consent of the Lender.

The Borrower further covenants that it will be registered as the wholly owned subsidiary of XX Holding within [seven (7)] days after the execution of this Agreement.

SECTION 4 MATURITY AND REPAYMENT 4.1Maturity Date. the Loan shall be due and payable upon the date (the “Maturity Date”) that is the earlier of: (i) the date on which a written Repayment Notice is given by the Lender to the Borrower demanding immediate repayment of the Loan pursuant to the occurrence of an Event of Default as set forth in Schedule A; or (ii) the expiration of the Term unless extended by prior written agreement of the Lender and the Borrower. 4.2Repayment. Except as otherwise provided in this Agreement, on the Maturity Date, the Borrower shall repay to the Lender the full amount disbursed to the Borrower and then outstanding. The Borrower may make prepayment to the Lender with a prior written notice to the Lender, provided that prepayment cannot be made by installments. 4.3Payment. (a)All sums payable by the Borrower under this Agreement shall be made in such manner as is acceptable to the Lender and shall be paid in full in U.S. dollars in same day funds without set off or counterclaim and free and clear of and without any deduction or withholding for or on account of any tax, save with the prior written consent of the Lender. (b)If either the Borrower or any other person is required by any law or regulation to make any deduction or withholding from any payment to the Lender pursuant to this Agreement, the Borrower shall, together with such payment pay to the Lender an additional amount so that the Lender receive free and clear of any tax the full amount which they would have received if no deduction or withholding had been required.(c)If any sum would otherwise become due for payment on a non-Business Day, that sum shall become due on the next following Business Day. 4.4Events of Default. If any one or more of the events of default set out in Schedule A attached to this Agreement (“Events of Default”) shall occur, the Lender may, by written notice to the Borrower (“Repayment Notice”):(a)terminate the obligation of the Lender to lend the Loan to the Borrower pursuant to this Agreement;(b)declare all then outstanding amounts disbursed of the Loan under this Agreement to be, where upon they shall become, immediately due and payable without further demand, notice or other legal formality of any kind; and/or (c)take such action as the Lender may deem appropriate to enforce the Lender’s rights, powers and remedies under this Agreement.4.5Fees and Expenses. In the event the occurrence of an Event of Default and it shall become necessary or advisable for the Lender to take actions for the preservation and enforcement of the Lender’ rights under this Agreement, the Borrower agrees to pay on demand all expenses incurred by the Lender in connection therewith (including reasonable attorney’s fees and other expenses on a full indemnity basis).SECTION 5 MISCELLANEOUS5.1Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day prepaid courier service, facsimile transmission, electronic mail or similar means to the address set forth below (or at such other address as such Party may designate by fifteen (15) days’ advance written notice to the other Parties). Where a notice is sent by next-day or second-day prepaid courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by facsimile transmission or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

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

The Lender:

Address: c/o Russell Bedford Hong Kong Limited, Room 1708, Dominion Centre, 43-59 Queen’s Road East, Wanchai, Hong Kong, China

Facsimile: +852 2543 3343

Telephone: +852 2851 0260

Contact Person: Ms. Yuen Ho Wan

Email Address: ******************

The Borrower:

Address: 17/F, Hong Yuan Building, JIA 4th Jiu Xian Bridge, Chaoyang District, Beijing

Facsimile: 0086-10-84325901

Telephone: 0086-10-84325938

Contact Person: LI Tao (李焘)

Email Address: l***************

The Guarantor:

Address: 15/F, Grand XX Airline Building, Yi No. 2 East 3rd Ring North Road, Chaoyang District, Beijing

Facsimile: 0086-10-59156926

Telephone: 0086-10-59156845

Contract Person: SUN Ailin (孙爱林)

Email Address: *******************

5.2Confidentiality. The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. The Parties shall maintain the confidentiality of all such information, and without the written consent of other Party, either Party shall not disclose any relevant information to any third party, except in the following circumstances: (i) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (ii) information disclosed as required by applicable laws or rules or regulations of any stock exchange; or (iii) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this Section. Disclosure of any confidential information by the staff members or agency hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section 5.2 shall survive the termination of this Agreement for any reason.5.3Governing Law. This Agreement shall be governed by and construed under the laws of Hong Kong, without regard to principles of conflicts of law thereunder.5.4Dispute Resolution. (a)Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the Parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to each of the other Parties hereto a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of any Party with notice to the others. (b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three (3) arbitrators. Each of the Lender, on the one hand, and the Borrower and the Guarantor, on the other hand, shall select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The appointment of such party nominated arbitrator shall be confirmed by the Centre. Both arbitrators shall agree on the third arbitrator within thirty (30) days of their confirmation by the Centre, who shall be qualified to practice law in Hong Kong. If either party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator or should the two arbitrators fail within thirty (30) days to reach agreement on the third arbitrator, the relevant appointment shall be made by the Chairman of the Centre.(c)The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administrated by the Centre in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 5.4, including the provisions concerning the appointment of arbitrators, the provisions of this Section 5.4 shall prevail. (d)The award of the arbitration tribunal shall be final and binding upon the disputing parties, and either party may apply to a court of competent jurisdiction for enforcement of such award. Any party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.5.5Time. Time shall be of essence under this Agreement. No time or indulgence given by any Party to the other shall be deemed or in any way be construed as a waiver of any of its rights and remedies hereunder. 5.6Assignment. The terms of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Parties hereto except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Lender.5.7Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times. 5.8Further Assurance. The Borrower shall at any time upon the request of the Lender do such acts and things as the Lender may reasonably require for the purpose of protecting the rights of the Lender hereunder in accordance with the provisions of this Agreement.5.9Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision or provisions shall be excluded from this Agreement to the extent it or they are so unenforceable and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall remain in full force and effect and be enforceable in accordance with its terms to the fullest extent permitted by law.5.10Amendment. This Agreement may not be amended or supplemented except through written agreement by and among the Parties.5.11Titles. The titles and subtitles used in this Agreement are used for convenience and ease of reference only and are not to be considered in construing or interpreting this Agreement.5.12Counterparts and Facsimiled Copies. This Agreement may be executed in any number of counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. Facsimiled copies of documents shall be effective as the original documents.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

The Lender:

Milestone Online Travel Limited

By:

Name: Yunli Lou

Title: Director

The Borrower:

Hong Kong XX International Investment Co., Limited (香港XX国际投资有限公司)

By:

Name: Weidong Yang

Title: Director

The Guarantor

HNA Tourism Holding (Group) Company Ltd. (XX旅业控股(集团)有限公司)d

By:

Name: Ling Zhang

Title: CEO

SCHEDULE A

EVENTS OF DEFAULT

Each of the following events shall be an Event of Default:

(a)the Borrower disposes any amount of the Loan in the Bank Account in any manner without the prior written consent of the Lender; (b)the Conditions to the Closing of the Investors as set forth in the SPA have not been fulfilled within a reasonable time limit as determined by the Lender in its sole discretion; (c)the Borrower fails to perform or observe or comply with any of its obligations under this Agreement or the SPA in any respect such that there is a adverse impact on the Borrower’s ability to perform its obligations under the this Agreement or the SPA, including but not limited to any breach of the covenants in Section 3 of this Agreement;(d)any representation or warranty or covenants made or deemed to be made or repeated by the Borrower in this Agreement proves to have been incorrect or misleading in any respect; and(e)a creditor takes possession of all or substantially all of the assets of the Borrower or any affiliate of the Borrower, as the case may be, or any execution or other legal process is enforced against all or substantially all of the assets of the Borrower or any affiliate of the Borrower and such possession or enforcement is not discharged within fifteen (15) days.

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