Exhibit 4.16
CONTRACT FOR LICENSE OF PROPRIETARY INFORMATION
OF THE SHENZHEN STOCK EXCHANGE
Contract serial no.: SZ05SWJ12-01
License no.: ▇▇▇▇ ▇▇▇▇▇ ▇▇ 05SWJ12-01
Party A: Shenzhen Securities Information Co., Ltd.
Office address: F/▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇
Postal code: 518028
Name in English: Shenzhen Securities Information Co., Ltd.
Party B: China Finance Online (Beijing) Co., Ltd.
Office address: F/▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇
Postal code: 100032
Name in English:
Execution date: December 15, 2005
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WHEREAS,
Party A hereto is an entity solely authorized by the Shenzhen Stock Exchange to
provide and deal in the information of the Shenzhen Stock Exchange, enter into
the relevant contracts and agreements and charge the related expenses on behalf
of the Shenzhen Stock Exchange, carry out the management in connection with the
foregoing and protect the interests of the Shenzhen Stock Exchange against any
injury.
Party B hereto is a legitimate company or entity which is willing to use the
information of the Shenzhen Stock Exchange on a fee basis.
Both parties hereby enter into this license contract after mutual consultation.
For purpose of this Contract, Party A is the licensor and Party B is the
licensee.
ARTICLE ONE DEFINITIONS OF TERMS
1.1. "Contract" means this contract, all appendices of this contract and the
written attachments agreed by both parties.
1.2. "Information/Proprietary Information" means the transaction information
derived from the information on the trading edited and collected by the
Shenzhen Stock Exchange and the related information. However, for purpose
of this Contract, the "Information/Proprietary Information" refers to the
real-time stock information of the Shenzhen Stock Exchange (hereinafter
referred to as the "Stock Information"). The real-time stock information
includes stock code, stock name, previous closing price, the latest
purchase price, the highest price in a given trading day, the lowest price
in a given trading day, total trading volume in a given trading day, total
trading amount in a given trading day, the real-time five highest declared
buying prices and the volume and the real-time five lowest declared selling
prices and the volume.
1.3. "Permitted Usage" means the dealing in the Stock Information by Party B as
set forth in Appendix 1.
1.4. "Scope of Distribution" means the territory scope within which Party B is
permitted to deal in the Stock Information as set forth in Appendix 1.
1.5. "Method of Distribution" means the method of distribution of the Stock
Information to the end-users by Party B as set forth in Appendix 1.
1.6. "User's Terminal" means the terminal used by an end-user of Party B to
receive the Stock Information from Party B as set forth in Appendix 1.
1.7. "Information Usage Fees" mean the fees paid by Party B to Party A in
accordance with Article 4.1 hereof.
1.8. "SZSE" means the Shenzhen Stock Exchange.
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1.9. "License" means the written certificate issued by Party A permitting Party
B to deal in the Proprietary Information of SZSE as agreed herein.
1.10. "Over-the-counter Trading" means the trading in the securities listed on
SZSE not on the site of or through SZSE and the related trading and
services.
1.11. "Illegal Business Entity or Individual" means any business entity or
individual which does not enter into a Contract for License of Proprietary
Information of the Shenzhen Stock Exchange with Shenzhen Securities
Information Co., Ltd. and obtain a license for dealing in the Proprietary
Information of Shenzhen Stock Exchange.
ARTICLE TWO RECEPTION OF THE INFORMATION
2.1. Party A shall have the right to change the method of information
transmission as needed but shall give a one-month prior notice to Party B
in writing.
2.2. Party A shall make its endeavors to ensure the continuous transmission of
the Information during the trading hours of SZSE. Party B shall notify
Party A of any technical difficulties arising from receiving the
Information. Party A shall assist in solving such difficulties to enable
Party B to receive the Information smoothly.
ARTICLE THREE DISTRIBUTION AND SURVEILLANCE OF THE INFORMATION
3.1. Party A agrees that Party B may distribute the Stock Information to its
users in the methods specified in Appendix 1. Party B shall only have the
right to distribute and publish the Stock Information on its own websites
and such right shall be neither proprietary nor exclusive.
3.2. Party B shall meet the following requirements in distributing the
Information to any users:
(1) to ensure the accuracy and integrity of the distributed Information;
(2) to ensure that its users are end-users, to prevent its users from
providing the Information for whatever reason and in any way to any third
parties for further distribution without the written consent of Party A and
to assist Party A in keeping such Information under surveillance;
(3) to ensure the distribution of the Stock Information within the scope,
in the methods and through the User's Terminal specified herein;
(4) to ensure that no Information will, in whole or part, be used for any
institution, entity or individual not agreed herein or used in any other
places or for any other purposes not agreed herein;
(5) to ensure that no Information will, in whole or in part, be
distributed for any illegal purposes or provided to any third parties for
any illegal purposes.
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3.3. Without written consent of Party A, Party B shall not utilize all or a
portion of the Information of Party A to, directly or indirectly,
establish, maintain, provide or facilitate the Over-the-counter Trading.
3.4. Party B shall not, directly or indirectly, provide the Stock Information to
any entities or individuals for their business operations and shall not
engage in cooperation with any third parties in the Stock Information,
including but not limited to hyperlinks, providing market scripts,
embedment of web pages and software interface.
3.5. If there is any disobedient customer of Party B or any Illegal Business
Entity which links its website to Party B's website, Party B shall have the
responsibility to make a written statement requiring such party to stop the
distribution and assist Party A in regulating the distribution of the Stock
Information.
3.6. As provided in Article 10 of the Provisional Measures on Information
Management of the Shenzhen Stock Exchange, Party B shall, within the scope
of its legal distribution, have the right to surveil and report any Illegal
Business Entity or Individual which distributes the Proprietary Information
of Party A in the same Method of Distribution within the term of this
Contract in order to maintain the market order of the distribution of the
Proprietary Information of Party A.
3.7. Both parties shall at all times prevent and remove any omission, error,
loss, delay, interruption of the Information and other adverse factors as a
result of unexpected reasons in order to hold both parties against any
economic loss and injury to their reputations.
3.8. In case of force majeure, unexpected events or change of policy resulting
in inability to keep the accuracy and integrity of the Information by both
parties, neither party shall bear the liabilities arising therefrom.
ARTICLE FOUR REPRESENTATIONS AND WARRANTIES
4.1. Party A is an independent legal person duly incorporated and registered
under the laws of the People's Republic of China and has the lawful power
to execute the Contract and perform its obligations hereunder. Party A also
warrants that it has and will continue to have all the powers to obtain and
transmit the market information and authorize Party B to distribute the
market information to the end-users of Party B.
4.2. Party B is an independent legal person duly incorporated and registered
under the laws of the People's Republic of China and has and will continue
to have all the lawful powers and authorizations to execute the Contract
and perform its obligations hereunder.
4.3. Each party hereby represents and warrants to the other party that its
signatory has been duly authorized and all the processes necessary for
approval by both parties of the execution and performance of this Contract
and any other agreements made pursuant to this Contract have been
completed.
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ARTICLE FIVE INFORMATION USAGE FEES
5.1. Party B shall pay to Party A the various fees specified in Appendix 1 and
other charges stipulated herein within the term of this Contract.
5.2. Party B shall not recover the fees paid by it as listed in Appendix 1 in
case of termination of this Contract for any reason attributable to Party
B.
ARTICLE SIX DISCLAIMER
6.1. SZSE and Party A will neither bear the liabilities for any loss or injury
as a result of inaccuracy or omission of information occurred during the
transmission nor bear any liabilities for the consequences resulted from
interruption of information transmission under unusual circumstances. But
Party A shall make timely explanations and try its best to resume the
transmission.
6.2. Party B shall at all times prevent and remove the factors having adverse
impact on Party A and SZSE as a result of omission, error, loss, delay,
interruption of the Information so as to hold them against any economic
loss and injury to their reputations. Party B shall not assert any claims
against Party A or SZSE in connection herewith. Neither Party A nor SZSE
shall be responsible for the economic losses caused to Party B and its
users under the foregoing conditions.
6.3. In case Party A and Party B are not able to keep the accuracy and integrity
of the Information due to force majeure events, neither party shall bear
the liabilities arising therefrom.
ARTICLE SEVEN RIGHTS AND PROTECTION OF RIGHTS
7.1. Party B acknowledges that it does not own the copyrights and other property
rights in the Stock Information defined herein. In accordance with the
Securities Law of the PRC, Measures on Administration of Stock Exchange and
the Trading Rules of Shenzhen Stock Exchange and Shanghai Stock Exchange,
all the rights (including but not limited to intellectual property rights,
other property rights and regulatory rights) in the Stock Information
defined herein shall be owned by the Shenzhen Stock Exchange which has
authorized Party A to exercise such rights.
Except for the purpose and scope defined herein, without the consent of
Party A, Party B shall not reconnect (including providing Internet
hyperlink), redistribute, copy, sell, lease or lend the Information to any
third person or modify, supplement, expand, delete, destroy the Information
or make other alterations.
Without consent of Party A, Party B and its users or distributors shall
not, for whatsoever purposes, sort the Stock Information and develop
additional indices and other derivatives or distribute the foregoing to any
third person.
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If Party B and its customers breach the above regulations, Party A shall
have the right to request Party B and its customers to redress such breach
within a defined period of time or request Party B to stop distributing the
Stock Information to such customers. In case of failure to make redress or
take any action within the defined period of time, Party A shall have the
right to terminate the Contract and hold Party B and its customers liable
for the related legal liabilities.
7.2. Within the term of this Contract, Party B may publicize that it has
obtained the License for dealing in the Information of Party A, provided,
however,
(1) the advertisements and promotions shall indicate the number of the
granted License and carry the information in consistency with the terms
described in the License;
(2) the advertisements and promotions shall not carry the name and logo
(character, design or mark, etc.) of SZSE or Party A.
7.3. If Party B is aware of any of its customers which acts in violation of
Party A's rights and interests, Party B shall immediately notify Party A of
such violation in writing and promptly provide the address and other basic
information about the customer. Party B shall investigate or assist Party A
to investigate into such violation after receipt of a written notice from
Party A.
7.4. If Party A is aware of any of the customers of Party B which infringes upon
the rights and interests of Party A, Party B shall immediately stop
providing the Information to such customer after receipt of a written
notice from Party A and provide Party A with a written report on the
penalty imposed on such customer for its violation.
7.5. This article shall survive the termination of the remaining clauses of this
Contract.
ARTICLE EIGHT LIABILITIES FOR BREACH OF THE CONTRACT
8.1. If Party B breaches Article 3 of this Contract, it shall immediately stop
such violation, surrender the proceeds from such violation to Party A and
pay the liquidated damage in the amount of [******](1) to Party A. Party A
shall have the right to terminate the Contract under such circumstance.
8.2. If Party B breaches Article 7.1 hereof, it shall immediately stop such
violation, pay the liquidated damage in the amount of [******](1) to Party
A and make a public apology through a newspaper. Party A shall have the
right to terminate the Contract under such circumstance.
8.3. If Party B delays in making payment of the related fees to Party A in
violation of Article 5 hereof, it shall, in addition to payment of the
deficiency of the payable fees, pay a late
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1 Confidential treatment requested pursuant to Securities and Exchange
Commission Rule 406, 17 CFR ss. 230.406, and the Securities and Exchange
Commission's rules and regulations promulgated under the Freedom of Information
Act, with particular emphasis on 17 CFR ss. 200.80(b)(4)(2000).
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payment charge in the amount of [******](1). If Party B delays in payment
of any fees for two months, Party A shall have the right to terminate this
Contract and recover from Party B the economic losses incurred by it
therefrom.
ARTICLE NINE AMENDMENT, ASSIGNMENT AND TERMINATION OF THE CONTRACT
9.1. No provision of this Contract shall be amended or modified unless agreed by
both parties in writing.
9.2. Without the written consent of Party A, Party B shall not assign all or a
portion of its rights granted hereunder or all or a portion of its
obligations imposed hereunder.
9.3. Upon occurrence of any of the following events, Party A shall have the
right to terminate this Contract (followed by immediate termination of
information transmission to Party B) by giving a written notice to Party B:
(1) Party B goes into bankruptcy or becomes insolvent;
(2) Party B breaches any of the provisions hereof, resulting in
irredeemable consequences;
(3) Party B breaches any of the provisions hereof and fails to redress
such breach within 5 working days after receipt of a written notice
from Party A requiring Party B to do so.
9.4. Both parties shall have the right to terminate this Contract without
stating any reason provided that either party gives a six-month prior
notice to the other party in writing.
9.5. Upon termination of this Contract, Party A shall have the definite right to
immediately terminate the transmission of the Information and Party B shall
promptly pay all the due fees to Party A.
9.6. Upon termination of this Contract, each party shall return the equipment
(complete and in good repair) provided to it by the other party.
9.7. The License shall cease to be valid upon termination of this Contract.
Party B shall return the License to Party A within ten working days
following the termination of this Contract.
ARTICLE TEN DISPUTE SETTLEMENT
Any dispute arising from performance of this Contract between Party A and Party
B shall be settled through friendly consultation or brought to a court. Both
parties agrees to choose Shenzhen of China as the forum of litigation for this
Contract.
ARTICLE ELEVEN NOTICE
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11.1. Any notice or communication to be made by either party to the other party
shall be sent to the following address:
Party A: Shenzhen Securities Information Co., Ltd.
Attn: ▇▇▇ ▇▇▇▇▇▇
Address: F/▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Tel no.: ▇▇-▇▇▇-▇▇▇▇▇▇▇▇
Fax no.: ▇▇-▇▇▇-▇▇▇▇▇▇▇▇
Party B: China Finance Online (Beijing) Co., Ltd.
Attn: ▇▇▇▇ ▇▇▇▇
Address: Room ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇
Tel no.: ▇▇-▇▇-▇▇▇▇▇▇▇▇
Fax no.: ▇▇-▇▇-▇▇▇▇▇▇▇▇
11.2. If either party needs to update the above contact information, it shall
notify the other party of the updated contact information seven days
before the update is made valid.
11.3. Any notice or document shall be deemed to be delivered under each of the
following circumstances:
(1) if delivered by hand, on the next working day following such delivery;
(2) if delivered by mail, on the seventh working day after the mail
containing such notice or document is posted (subject to the date of
the postmark);
(3) if delivered by e-mail or facsimile, on the next working day following
the completion of the transmission.
ARTICLE TWELVE ENTIRE AGREEMENT
12.1. Once this Contract becomes effective, both parties shall be deemed to
entirely agree on the Contract. This Contract shall supersede all prior
written or oral agreements, consultations, representations, plans and
attachments between both parties.
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12.2. If any provision of this Contract shall be held invalid, illegal or
unenforceable under any applicable laws, the validity, legality and
enforceability of the remainder of the Contract shall not be affected or
undermined and the Contract shall be construed regardless of the existence
of such invalid, illegal or enforceable provisions.
ARTICLE THIRTEEN WAIVER
No failure or delay by either party in exercising any of its respective rights
and interests hereunder shall be deemed as a waiver thereof, unless such party
makes a written statement to waive such rights and interests. Any single or
partial exercise of any such rights and interests does not preclude any other or
further exercise thereof or the exercise of any other rights and interests
hereunder.
ARTICLE FOURTEEN MISCELLANEOUS
14.1. Any matters not covered by this Contract may be agreed by both parties by
entering into a supplementary contract. The supplementary contract shall
have the same legal effect as that of this Contract.
14.2. This Contract has one appendix as Appendix 1 attached hereto.
14.3. The term of the Contract is set forth in Appendix 1.
14.4. This Contract shall be signed in Chinese and shall become effective upon
execution by both parties affixed with their respective official seals.
14.5. This Contract is made in four duplicates. Each party shall hold two and
the four duplicates shall have the same and equal legal effect.
[The end of the body of the Contract]
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(Signing Page)
PARTY A: Shenzhen Securities Information Co., Ltd. (official seal)
Address: F/▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Tel no.: ▇▇-▇▇▇-▇▇▇▇▇▇▇▇ Authorized signatory: /s/ [COMPANY SEAL]
Fax no.: ▇▇-▇▇▇-▇▇▇▇▇▇▇▇ Execution date: December 15, 2005
Opening bank and bank account: China Merchants Bank, Shangbu Branch
4582712510001
PARTY B: China Finance Online (Beijing) Co., Ltd. (official seal)
Address: F/▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Tel no.: ▇▇-▇▇-▇▇▇▇▇▇▇▇ Authorized signatory: /s/ [COMPANY SEAL]
Fax no.: ▇▇-▇▇-▇▇▇▇▇▇▇▇ Execution date: December 15, 2005
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Appendix 1
INFORMATION USAGE AND THE RELATED FEES
Contract serial no.: SZ05SWJ12-01
License no.: ▇▇▇▇ ▇▇▇▇▇ ▇▇ 05SWJ12-01
I. Information Usage
1. Content of the Information: real-time stock information of the
Shenzhen Stock Exchange
2. Permitted Usage: distribution solely through ▇▇▇.▇▇▇.▇▇▇.▇▇,
▇▇▇.▇▇▇.▇▇▇, and ▇▇▇.▇▇▇.▇▇
3. Method of Distribution: Internet and download of software
4. User's Terminal: computer
II. The term of the Contract shall be from March 1, 2006 to March 1, 2007.
III. Payment terms of information usage fees
1. The license fees for use of the Proprietary Information shall be
[******](1) per year. Party B shall make full payment of the license
fees within ten working days after the execution of the Contract.
Party A shall issue an invoice to Party B and grant the License for
Dealing in the Proprietary Information of the Shenzhen Stock Exchange
for the current year within ten working days after receipt of such
payment from Party B.
2. The satellite operation fees shall be [******](1). Party B shall make
full payment of such fees within ten working days after the execution
of the Contract. The service term shall be from March 1, 2006 to March
1, 2007. The last service term of satellite operation shall end on
February 28, 2006.
PARTY A: Shenzhen Securities Information Co., Ltd. (official seal)
Address: F/▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Tel no.: ▇▇-▇▇▇-▇▇▇▇▇▇▇▇ Authorized signatory: /s/ [COMPANY SEAL]
Fax no.: ▇▇-▇▇▇-▇▇▇▇▇▇▇▇ Execution date: December 15, 2005
Opening bank and bank account: China Merchants Bank, Shangbu Branch
4582712510001
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PARTY B: China Finance Online (Beijing) Co., Ltd. (official seal)
Address: Room ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Tel no.: ▇▇-▇▇-▇▇▇▇▇▇▇▇ Authorized signatory: /s/ [COMPANY SEAL]
Fax no.: ▇▇-▇▇-▇▇▇▇▇▇▇▇ Execution date: December 15, 2005
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