EXHIBIT 4.12
DBSKWONG ON BANK
Our ref: DKOB/CS&S/FL IDC/8493
Date: 16th May 2002
Bonso Electronics Limited
Units 1106-1110, llib Floor
Star House, 0 Xxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx
Attention: Xx. Xxxxx Xxxx
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Dear Sirs,
Banking Facilities : Bonso Electronics Limited ("Borrower")
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We are pleased to advise you that we are prepared to make available to you
the following banking facilities (the "Facilities") upon the following terms and
conditions:
Facilities
1. Overdraft -HKD500,000:
Interest at prime rate quoted by the Bank from time to time.
Note: Unutilised Overdraft Facility is available for Letter of Credit,
Trust Receipt and Negotiation under Documentary Credit Facilities
mentioned below but not vice versa.
2a. Letter of Credit - HKD11,000,000:
For issuance of foreign or local letter of credit with or without title
documents at sight or usance up to 60 days.
Local lelter of credit beneficiaries are restricted to the following
companies subject to variation and notification from time to time at the
Bank's sole discretion:
(i) Arrow/Texny (HK) Limited
(ii) Avnet Hong Kong Limited
(iii) Dee Van Enterprise Company (HK) Limited
(iv) Enterprise Electronic Component Company Limited
(v) General Glory Company Limited
(vi) GPI International Limited
(vii) Hong Kong Satori Company Limited
(viii) Xxxx Xxxx Limited
(ix) Xx Xxxx Technology Limited
(x) Ilssan (Hong Kong) Limited
(xi) Leader Printed Circuit Boards Limited
(xii) Marketa Scmi-Conductor Limited
(xiii) SCT Electronics Limited
(xiv) Sumikin Xxxxxx International (HK) Limited
(xv) Techtrend Limited
(xvi) Toshiba Electronics Asia Limited
(xvii) Xxxx Xx Printing Company Limited
(xviii) Varta Batteries Pte Limited
(xix) Weltroaics Component Limited
DBS KWONO ON BANK LIMITED 000 Xxxxx'x Xxxx Xxxxxxx. Central, Hong Kong
Tel (000) 0000 0000 Fax (000) 0000 0000
Bonso Electronics Limited
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(xx) Willas Company Limited
(xxi) A & E Enterprise Company Limited
(xxii) Xxx Xxx Metals Company Limit
(xxiii) Xxxx Xxx Industrial Company
2b. Trust Receipt - HID11,000,000:
Trust receipt under letter of credit is allowed up to 120 days.
Shipping guarantee under letter of credit or inward collection is allowed
up to 30 days.
Interest at 2.25% per annum over Interbank Offer Rate quoted by the Bank
from time to tune.
2c. Export Invoice Financing - BIXD5,000,000:
To provide 100% financing for delivery of goods on open account basis drawn
on Tnsquare Communications (Hong Kong) Company Limited with maximum loan
tenor of 60 days. Drawdown is subject to the presentation of copies of
transportation documents and commercial invoices certified by the
authorized signors of the Borrower.
Interest at 2.25% per annum over Interbank Offer Rate quoted by the Bank
from time to time.
Notes:
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(1) The Letter of Credit Facility, the Trust Receipt Facility and Export
Invoice Financing Facility are complementary and the aggregate limit
in respect of these facilities shall not exceed HKD11,000,000.-.
(2) Total tenor of each inward bills transaction including trust receipt
financing shall not exceed 120 days.
(3) Unutilised Letter of Credit and Trust Receipt Facilities is available
for Negotiation under Documentary Credit Facility mentioned below but
not vice versa.
3. Negotiation under Documentary Credit (with recourse) - HICD6,000,000.-
At sight or usance up to 90 days.
Interest at 2.25% per annum over Interbank Offer Rate quoted by the Bank
from time to time.
If a discrepancy is found in the underlying letter of credit documents,
then notwithstanding anything contained in this Letter, the Bank may at its
absolute discretion refuse to negotiate any documentary credit and/or
bill(s).
Commission of Trade Facilities:
L/C Opening Commission / Commission in Lieu of Exchange /
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Handling Commission Advanced Bills)
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The Bank's standard prevailing commission unless otherwise agreed.
Handling Commission of Exuort InvoiceFinancine: 1/8% flat.
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Bonso Electronics Limited
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Conditions Precedent : The availability of the Facilities is conditional
upon completion and delivery of the appropriate supporting board minutes
and/or shareholders' resolutions, and the following documentation, items
and evidence in form and substance satisfactory to the Bank:
(a) the Bank's standard form General Commercial Agreement duly executed by
the Borrower;
(b) (i) the Bank's standard form all monies Memorandum of Charge on
Deposit Accounts duly executed by the Borrower;
(ii) the deposit by the Borrower for an amount of not less than
HKD3,000,000.- or its equivalent in US Dollars, with interest being
maintained with the Bank,
(c) the Bank's standard form all monies Guarantee duly executed by Bonso
Electronics International Inc.;
(d) such other documents, items or evidence as the Bank may require.
Prime Rate : The prime rate shall mean Hong Kong Dollar prime rate quoted
by the Bank from time to time unless otherwise provided herein. If the
interest rate in respect of any Facility is expressed to be a margin over
the prime rate quoted by the Bank from time to time, the Bank shall be
entitled, in its reasonable discretion, at any time without reference or
notice to the Borrower, to substitute the rate of "HIBOR plus 0.5%" for the
prime rate in calculating the interest payable under such Facility. If the
interest rate in respect of any Facility, is expressed to be a percentage
less than the prime rate quoted by the Bank from time to time, the Bank
shall be entitled, in its reasonable discretion, at any time without
reference or notice to the Borrower, to replace such interest rate by the
rate: of "HIBOR plus 0.5%" as the applicable interest rate in respect of
such Facility.
Overdue Interest : Any amount under this Letter which is unpaid on due date
or in excess of the Overdraft Facility limit, the sum overdue or in excess,
as the case may be, will be subject to the Bank's then prevailing overdue
or over limit interest rate, as the case may be, and may be compounded
monthly or at such other intervals as the Bank determines. The Bank may,
without prejudice to its other rights, increase the interest rate on the
entire amount outstanding under this Letter if any amount becomes overdue.
Renewal Fee: HCD10,000.-
Interest Calculation : Save as otherwise provided herein, interest will
accrue on a daily basis and will be calculated by reference to the number
of days elapsed and a 365-day year if the loan is in HK Dollars or Pounds
Sterling or a 360-day year if the loan is in any other approved foreign
currency.
Payments : All payments by the Borrower are to be made to the Bank in
accordance with the Bank's directions in the currency in which the Facility
(or the part in question) is denominated or, as the case may be, in which
the same was incurred or, if the Bank shall so require, in HK Dollars, in
each case in immediately available funds without set-off or counterclaim
and free and clear and without any deduction or withholding for any taxes,
duties or any other charges whatsoever.
Fees and Expenses : Whether or not any monies are advanced to the Borrower
pursuant to this Letter or otherwise, the Borrower shall pay on demand by
the Bank all costs and expenses (including, but not limited to, debt
collection agents', legal and other professional advisers' fees on a full
indemnity basis, travel, communications, publicity and other expenses and
charges) reasonably and properly incurred by the Bank in connection with
the preparation, negotiation and entry into of this Letter, the General
Commercial Agreement and other security doouments to be given by the
Borrower or other security providers (collectively "Loan Documents") or in
perfeetM, preserving or protecting any rights under the Loan Documents or
in exercising or enforcing or attempting to exercise or enforce any rights
under the Loan Documents.
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Bonso Electronics Limited
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A handling fee in an amount to be determined by the Bank will be payable in
respect of the annual review to be carried out by the Bank so long as the
Facilities are continuing. The fees will be debited to your account.
Undertakings : By signing this Letter, the Borrower shall be deemed to
undertake to and in favour of the Bank the following
(a) The Borrower will keep and prepare its books of account and financial
statements in accordance with applicable law and generally accepted
accounting principles and practices in Hong Kong.
(b) The Borrower shall deliver to the Bank:
(i) as soon as available, and in any event within 10 months after
the end of each of the financial years, copies of audited (and,
as appropriate, consolidated) accounts and the related
directors' and auditors' reports for each financial year of the
Borrower and Bonso Electronics International Inc. and as soon as
reasonably required by the Bank, all such other information
relating to their financial condition and business as the Bank
may request;
(ii) as soon as available, and in any event within 3 months after the
end of the first . half of each financial years, copies of
semi-annual accounts of Bonso Electronics International Inc.;
(iii) with reasonable promptness, details of any material litigation,
arbitration of administrative proceeding current or, to its
knowledge, threatened by or against it.
(c) The Borrower will notify the Bank promptly of any change of its
directors or beneficial shareholders or any amendment to its memorandum or
articles of association.
(d) The Borrower will promptly notify the Bank upon becoming aware of any
factor which may inhibit, impair or delay performance by the Borrower or
any security providers of their obligations under the Loan Documents.
(e) The Borrower will channel Import and Export bills of not less than
HKD30,000,000.- to the Bank per annum.
Demand Facilities
(a) Notwithstanding any other provision of this Letter, the Bank shall be
entitled at any time in its absolute discretion to cancel the Facilities or
any part thereof and/or to demand immediate repayment or payment (as the
case may be) of all principal, interest, fees and other amounts outstanding
under this Letter or any part thereof ("Liabilities") and/or to require the
Borrower immediately to provide full cash collateral in respect of the
Liabilities (whereupon the facilities or such part shall be so cancelled
and/or the Liabilities shall be immediately so payable and/or such cash
collateral shall be so provided).
(b) Notwithstanding the clause headed "Payments" above (which shall only
apply where no demand has been made), all monies received by the Bank at
any time after the Bank has exercised its rights under paragraph (a)
mentioned above shall be applied, subject to any prior ranking claims and
the right of the Bank to place them in a suspense account pursuant to the
General Commercial Agreement:
first: in or towards discharging all costs and expenses incurred by
the Bank in perfecting, preserving, enforcing or attempting to so
perfect, preserve or enforce its rights under the Loan Documents;
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Bonso Electronics Limited
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secondly: in or towards discharging all unpaid Liabilities in such
order and manner as the Bank may prescribe;
thirdly: subject to the rights of third parties of which the Bank has
actual notice, any balance in payment to the Borrower.
Assignment
(a) The Borrower may not assign or transfer any or all of its rights or
obligations under this Letter.
(b) The Bank may at any time transfer all or any part of its rights and/or of
its obligations under this Letter. All references in this Letter to `Bank'
include any other person with which the Bank merges or consolidates and will be
read as if such entity formed by the merger or amalgamation had been a party to
this Letter in place of the Bank.
(c) The Borrower agrees that the Bank may use, store, disclose, transfer
(whether within or outside Hong Kong), and/or exchange such information
including personal data about the Borrower, its accounts and this transaction to
or with such persons as the Bank may consider necessary including without
limitation any other member of the Bank's group for any and all purposes in
connection with any or all of the Facilities, the Loan Documents and the matters
contemplated thereby, and/or in connection with matching for whatever purpose
(whether or not with a view to taking any adverse action against the Borrower),
and/or for the purpose of promoting, improving and furthering the provision of
other services by the Bank and any other member of the Bank's group to the
Borrower generally, and/or any other purposes in accordance with the Bank's
general policies on handling personal data as set out in statements, circulars
or notices made available by the Bank to the Borrower from time to time, and the
Borrower agrees to be bound by the provisions of such statements, circulars and
notices which shall form part of the Borrower's agreement with the Bank.
Section 83 of the Banking Ordinance: Please note that Section 83 of the Banking
Ordinance has imposed on the Bank as a bank certain limitations on advances to
persons related to the Bank's directors or employees. In acknowledging this
Letter the Borrower undertakes to advise the Bank whether the Borrower is in any
way related to any of the Bank's directors or employees within the meaning of
Section 83 and in the absence of such advice the Bank will assume that the
Borrower is not so related. The Borrower further undertakes to, upon its
becoming so related subsequent to acknowledging this Letter, immediately advise
the Bank thereof in writing.
Miscellaneous :
(a) Time shall be of the essence of this Letter, but no failure or delay on the
part of the Bank to exercise or enforce any right or remedy will operate as a
waiver thereof, nor will any single or partial or defective exercise of any
right or remedy preclude any other exercise or enforcement thereof or the
exercise of any other right or remedy. The rights and remedies in this Letter
are cumulative, may be exercised as often as the Bank considers appropriate and
are not exclusive of any rights or remedies provided by law. Should there be a
change of address to which notices must be sent, the Borrower must promptly
inform the Bank. Such changes shall not be effective until duly entered in the
Bank's records.
(b) The illegality, invalidity or unenforceability of any provision of this
Letter under the law of any jurisdiction shall not affect its legality, validity
or enforceability under the laws of any other jurisdiction nor the legality,
validity or enforceability of any other provision.
General Commercial Agreement : The provisions of the General Commercial
Agreement, including without limitation, provisions relating to interest
periods, shall also apply to this Letter. If there is any conflict between them,
this Letter shall prevail.
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Bonso Electronics Limited
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Law: This Letter and the Facilities shall be governed by the laws of the Hong
Kong Special Administrative Region and the parties hereto hereby submit to the
non-exclusive jurisdiction of the Hong Kong Courts.
Please signify your understanding and acceptance of this offer by signing
and returning to us the duplicate copy of this Letter for the attention of Mr.
Xxxxx Xxxxxx, within one month from the date of this Letter, after which this
offer will lapse. When accepted, this Letter will supersede any previous
facility letter which we have issued to you.
We enclose a set of documents which should be completed and returned to us.
For queries regarding the completion of the required documents, please contact
Xx. Xxxxxx Xxxxx, whose telephone numbr is 0000-0000. For queries on banking
arrangements, please contact our Senior Relationship Manager Xx. Xxxxx Xxxxxx,
whose telephone number is 0000-0000.
We are pleased to be of service to you.
Signed for and on behalf of
DBS Xxxxx On Bank Limited
by :
/s/ Xxxxxxx Xxx /s/ Xxxxxx Xxx
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Xxxxxxx Xxx Xxxxxx Xxx
Manager Vice President
FL/SLADC/cy
Encl.
We agree to the terms of this Letter.
Signed for and on behalf of
Bonso Electronics Limited
/s/ Xxxxxxx Xx
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Bonso Electronics Limited ("Company")
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The following is a true extract of minutes of a duly and properly convened
meeting of the Board of Directors of the Company held at 1106-1110, 11/F STAR
HOUSE 0 XXXXXXXXX XXXX, XXXXXXXXXXX, XXXXXXX,XXXX XXXX. on 17 MAY 2002 of which
due notice had been given to all Directors and at which a valid quorum of
Directors (of which every interested Director had declared his/her interests in
the business of the meeting pursuant to the Company's Articles of Association
and was therefore entitled to vote and be counted in the quorum at the meeting
pursuant to the Company's Articles of Association) was present and acted
throughout.
NOTED that
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DBS Xxxxx On Bank Limited ("Bank") has agreed to make/continue to make available
certain banking facilities ("Facilities") to the Company on the terms and
conditions set out in the Bank's facility letter dated 16th May 2002 Facility
Letter"), a copy of which has been tabled. .
RESOLVED that
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(1) it was in the interests of the Company, to its benefit and in furtherance
of its objects, that the Company accept the Facilities;
(2) the Facility Letter be and is hereby approved and confirmed with such
amendments and modifications thereto as any director of the Company (a
"director") may approve, such approval to be conclusively evidenced by the
execution thereof in accordance with the terms of these resolutions;
(3) any director be and is hereby authorised to sign on behalf of the Company
the Facility Letter and any director be and is hereby authorised to sign on
behalf of the Company such other documents and do on behalf of the Company
such acts as such director may deem necessary and proper in connection with
the Facility Letter and to complete and perfect the same and the
transaction contemplated or, as the case may be, the security constituted
by the same.
FURTHER RESOLVED that
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(1) any director be and is hereby authorised from time to time on behalf of the
Company to agree with the Bank to (i) increase or otherwise vary the limits
or accommodation available under the Facilities, (ii) vary the terms on
which the Facilities arc to be made available or continued . (whether as to
security or otherwise) and (iii) for this purpose, execute any amendment or
supplement to the Facility Letter and such other documents and. do such
other things as such director may deem necessary and proper in connection
therewith;
Bonso Electronics-Limited Page 2
(2) any director be and is hereby authorised to sign on behalf of the Company
any further security document which is to be executed under band and which
is required to be executed. in connection with any variation of the
Facilities approved by a director pursuant to resolution mentioned above.
Certified by
/s/ Xxxxx Xxx Xxxx Xxxx
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Name:
Company Secretary
# The directors should satisfy themselves as to the accuracy of these paragraphs
