WING HANG BANK
Exhibit 4.47
 |
|
|
WING
HANG BANK
|
PRIVATE
& CONFIDENTIAL
Kord
Party Favour Manufactory ltd.
Private
& Confidential
16 March,
2007
Kord
Party Favour Manufactory Ltd.
12/F,
Century Industrial Building,
▇▇▇▇
▇▇▇
Tau Road,
Tuen
Mun,
New Territories
Attention
: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Dear
▇▇▇,
Re
: Corporate Tax Loan
Further
to our recent discussions, we are pleased to confirm our agreement to extend
to
you the above loan subject to the following terms and conditions:
Facility
and Amount
HK$1,056,366.00
for Corporate Tax Loan
HK$1,056,366.00
for Associated Corporate Tax Loan
Guarantee
A
signed
personal guarantee of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ for the amount of HK$6,000,000.00
plus accrued interest. This guarantee shall be in addition to and not in
substitution for any other guarantees or other securities which we may now
or
hereafter hold.
In
accordance with the Code of Banking Practice, you hereby give the Bank consent
to our providing to any guarantor or provider of security in respect of any
loan
or credit facilities extended to you the following :
|
(a)
|
a
copy of the contract evidencing the obligations to be guaranteed
or
secured or a summary thereof;
|
|
(b)
|
a
copy of any formal demand for overdue payment which is sent to you
after
you have failed to settle an overdue amount following a customary
reminder
to you; and
|
|
(c)
|
from
time to time on request by the guarantor or provider of security,
a copy
of the latest statement of account of
yours.
|
|
|
|
|
WING
HANG BANK
|
PRIVATE
& CONFIDENTIAL
Kord
Party Favour Manufactory ltd.
Interest
Rate
For
Corporate Tax Loan
The
interest rate will be charged at 2.25% per annum below our Prime Lending Rate
and subject to fluctuation and change at our discretion. Any accrued interest
will become an addition to the original loan and interest will be computed
thereon. Overdue payment will be subject to a late charge at 8% per annum over
our Prime Lending Rate or rates determined from time to time at our absolute
discretion. In addition, a handling charge on overdue payment of HK$200.00
will
be charged to you on monthly basis until the overdue instalment is fully
settled.
For
Associate Corporate Tax Loan
The
interest rate will be charged at 0.75% per annum below our Prime Lending Rate
and subject to fluctuation and change at our discretion. Any accrued interest
will become an addition to the original loan and interest will be computed
thereon. Overdue payment will be subject to a late charge at 8% per annum over
Prime Lending Rate or rates determined from time to time at our absolute
discretion. In addition, a handling charge on overdue payment of HK$200.00
will
be charged to you on monthly basis until the overdue instalment is fully
settled.
Our
Prime
Lending Rate for the present is 8% per annum.
Instalment
Loan Repayment
For
Corporate Tax Loan
The
Facility together with interest thereon at the present rate of interest
mentioned above is to be repaid by 12 monthly instalments of HK$90,797.00 each,
commencing one month after the date of advance. According to the Repayment
Schedule, the amount of monthly instalment will be changed, if the rate of
interest changes. The number of monthly instalments may also be varied subject
to our agreement.
For
Associate Corporate Tax Loan
The
Facility together with interest thereon at the present rate of interest
mentioned above is to be repaid by 24 monthly instalments of HK$47,417.00 each,
commencing one month after the date of advance. According to the Repayment
Schedule, the amount of monthly instalment will be changed, if the rate of
interest changes. The number of monthly instalments may also be varied subject
to our agreement.
Arrangement
Fee
An
arrangement fee of HK$8,000.00 is payable upon your acceptance to the
Facility.
|
|
|
|
WING
HANG
BANK
|
PRIVATE
& CONFIDENTIAL
Kord
Party Favour Manufactory ltd.
Full/Partial
Prepayment
Full
or
partial prepayment of the Loan on or before the 6th instalment shall be subject
to a prepayment fee equivalent to 5% of the amount to be repaid and 4%
thereafter. The minimum amount to be repaid at any time shall not be less than
HK$50,000.00.
Drawdown
The
Bank
will, at your request and authorization hereby made, pay the sum of
HK$2,112,732.00 being the loan amount as follows:
HK$2,112,732.00
to your account no.
Indemnity
for costs of recovery of debt
You
shall
be liable to and pay us, on indemnity basis, all reasonable amounts of legal
costs and expenses and other charges and disbursements reasonably incurred
in
respect of making claims or demands on or taking legal proceedings against
you
and other parties (including but not limited to your Guarantors, Sureties,
if
any) and the engagement of outside debt collecting agencies and all steps and
measures taken to recover from you money payable by you in respect of and under
the terms and conditions of the Facility herein PROVIDED ALWAYS in the event
of
our engaging or employing an outside debt collecting agency, you shall be liable
for and pay and reimburse us, on indemnity basis, all reasonable amounts of
costs, expenses and disbursements such debt collecting agency shall charge
us by
way of fees, costs, expenses and disbursements.
Revision
We
shall
be entitled to prescribe, from time to time, fees and charges payable in respect
of the credit facility and revise any/or all of these terms and conditions.
Revision to fees and charges, terms and conditions shall be conclusively and
absolutely binding on you as from the effective date if 30 days notice thereof
may be given by mailing to you at your last address registered with us or other
means as we think fit.
Overriding
Right
Notwithstanding
the above, the Facility may be suspended, reviewed and/or recalled at the sole
discretion of us and in such event of recalling unless otherwise arranged,
all
the outstanding loan amount and interest shall become immediately due and
payable on demand.
Banker’s
Reference
The
Bank
is authorized to provide banker’s reference on you without the need of
consulting you before doing so.
|
|
|
|
WING
HANG BANK
|
PRIVATE
& CONFIDENTIAL
Kord
Party Favour Manufactory ltd.
Set-off
the Lien
In
the
event of default by you to comply with these terms and conditions or after
due
notice has been given to you by us or any other company of Wing Hang Bank Group
being the parent or any subsidiary or associate company of us, or each such
company’s successors and assigns (“Bank Group Company”) of your outstanding
liability to us or any Bank Group Company and you failed to remedy the situation
within a reasonable period or a petition in bankruptcy is filed by or against
you, we or any Bank Group Company shall have the right, which is in addition
to
any right of set-off or other general lien or similar right to which we or
any
Bank Group Company may be entitled in law, and is hereby authorized at any
time
and from time to time hereafter and, if situation warrants, without notice
to
you :
|
(a)
|
to
combine or consolidate all or any of your accounts (whether current,
savings, time deposit or any other nature and whether or not matured
or
due and payable or subject to any notice or not) with us or any Bank
Group
Company whatsoever and wherever situated for the purpose of setting
off or
transferring any sum or sums standing to the credit of any one or
more of
such accounts in or towards satisfaction of any of your liabilities
to us
or any Bank Group Company on any other account or in any other respect
whether such liabilities be present or future, actual or contingent,
primary or collateral and joint or several (including but not limited
to
any or all sum or sums due by us or any Bank Group Company) in the
case of
a joint account, we or any Bank Group Company may exercise the rights
in
this clause and apply any credit balance on such joint account in
or
towards satisfaction of any indebtedness owed to us or any Bank Group
Company by one or more of the holders of such joint
account.
|
|
(b)
|
We
or any Bank Group Company may at any time at our absolutes discretion
convert any of your accounts into any currency by any lawful means
at our
disposal and at our rate of exchange (as conclusively determined
by us or
any Bank Group Company applicable on the day of passing the entry)
for the
purpose of set-off or transfer without reference to
you.
|
Until
any
amount owed to us or any Bank Group Company has been paid in full, we shall
in
addition to a general lien be entitled to exercise a lien over and hold as
security all property which is in the possession or control of us or any Bank
Group Company, for safekeeping, custody or any other reason and whether or
not
in the ordinary course of business with power for us and any Bank Group Company
to sell such property to satisfy such indebtedness owed by you to us and any
Bank Group Company.
Language
In
the
event of a conflict or discrepancy, the English version shall prevail over
the
Chinese version.
|
|
|
|
WING
HANG BANK
|
PRIVATE
& CONFIDENTIAL
Kord
Party Favour Manufactory ltd.
Governing
Law
This
agreement is governed by and shall be construed in accordance with the laws
of
the Hong Kong Special Administrative Region. You shall submit to the
non-exclusive jurisdiction of the courts of the HKSAR.
Sharing
of Credit Data
The
availability and continuation of the foregoing facilities are subject to your
consent (the “Consent”) of allowing our Bank to disclose any information with
respect to you which is provided by you at our request or collected in the
course of dealings between you and the Bank may be disclosed to, or used and
retained by any credit reference agency or similar service provider for the
purpose of verifying such information or enabling them to provide such
information to other institutions:
|
(a)
|
in
order that they may carry out credit and other status checks;
and
|
|
(b)
|
to
assist them to collect debts.
|
The
Consent, which you have given to our Bank upon application of the foregoing
facilities, is and will remain valid that shall form part of the terms and
conditions of this letter.
Credit
Reference
In
assessing your application, we have considered a credit report on you (and
the
guarantor(s) and the mortgagor(s), if applicable). If you (and the guarantor(s)
and the mortgagor(s), if applicable) wish to have access to such credit report,
please write to the credit reference agency:
TransUnion
Limited
Consumer
Relations Department
Room 1006,
The Gateway, Tower 6
▇
▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇.
We
may,
after issuing notice to you, access to your consumer credit data held by the
credit reference agency to review the existing consumer credit facilities in
relation to an increase/decrease in the credit amount, the cancellation of
credit, or the putting in place or the implementation of a scheme of arrangement
except that no such notification shall be necessary if such request is initiated
from you or where there is in place at the time of the access a loan
restructuring arrangement in relation to debts owed by you to us. You may also
directly access to your consumer credit data to the credit reference
agency.
|
|
|
|
WING
HANG BANK
|
PRIVATE
& CONFIDENTIAL
Kord
Party Favour Manufactory ltd.
Acceptance
We
shall
be grateful it you can arrange for the authorized signatories of the Company,
as
well as the concerned guarantor(s) to sign and return to the bank the duplicate
copy of this letter to signify your understanding and acceptance to the above
terms and conditions under which the aforesaid facilities and granted within
30
days form date hereof. Otherwise, this offer with be lapsed. (Please also
arrange to have the guarantee properly signed and witnessed. )
Board
Resolution
In
this
connection, kindly arrange for your Board of Directors to pass a Board
Resolution accepting the above facilities and forward to the bank a certified
copy for our record.
Availability
and Review
You
shall provide the Bank with a certified copy of your annual audited accounts
within six months following the end of each financial year and such other
relevant financial information as we shall from time to time reasonably
request.
You
acknowledge that we shall not be bound to grant any of the Facilities at all
or
beyond such sum as we consider appropriate.
Notwithstanding
any other provisions herein, the Facilities shall be subject to our overriding
right at any time to require your immediate repayment and/or satisfaction of
all
debts, liabilities and outstanding amount(s) (together with accrued interest)
owing to us on demand, and/or to require cash collateralisation of all or any
sums actually owing or contingently owing to us; and the Facilities or any
part
thereof may immediately be suspended, withdrawn, terminated, reviewed, modified,
reduced, increased, cancelled or otherwise varied by us at any time and from
time to time in our sole discretion without prior notice to or consent from
any
party.
|
|
|
|
WING
HANG BANK
|
PRIVATE
& CONFIDENTIAL
Kord
Party Favour Manufactory ltd.
Related
Party Transactions
Such
facility herein mentioned is also subject to the Terms and Conditions for Wing
Hang Bank Loan Services which shall be deemed to have been set out herein in
full any may be downloaded from the Bank’s website at
▇▇▇.▇▇▇▇▇.▇▇▇.
Assuring
you of our best services at all times, we remain.
Yours
faithfully,
For
and
on behalf of
WING
HANG BANK, LTD.
North
Point Branch
| /s/ ▇▇▇▇ M.Y. ▇▇▇ | /s/ ▇▇▇▇▇ ▇.▇. ▇▇▇▇ | |
| ▇▇▇▇ M.Y. ▇▇▇ | ▇▇▇▇▇ ▇.▇. ▇▇▇▇ | |
| Head of North Point Branch | Business Manager |
Encl.
|
|
|
|
WING
HANG BANK
|
PRIVATE
& CONFIDENTIAL
Kord
Party Favour Manufactory ltd.
I/We
hereby confirmed and accepted the above-mentioned banking facilities and
the
terms and conditions herein stated.
|
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
|
| Kord Party Favour Manufactory Ltd. | ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ | |
| (Borrower) | (Guarantor) |