Sample Business Contracts

Banking Facilities Agreement - DBS Kwong On Bank Ltd. and Bonso Electronics Ltd.

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Our ref: DKOB/CS&S/FL IDC/8493
Date: 16th May 2002

Bonso Electronics Limited
Units 1106-1110, llib Floor
Star House, 3 Salisbury Road
Tsimshatsui, Kowloon

Attention: Ms. Cathy Pang

Dear Sirs,

           Banking Facilities : Bonso Electronics Limited ("Borrower")

     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


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 letter 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)  Jack Tung Limited
     (ix)    Li Seng Technology Limited
     (x)     Ilssan (Hong Kong) Limited
     (xi)    Leader Printed Circuit Boards Limited
     (xii)   Marketa Scmi-Conductor Limited
     (xiii)  SCT Electronics Limited
     (xiv)   Sumikin Bussan International (HK) Limited
     (xv)    Techtrend Limited
     (xvi)   Toshiba Electronics Asia Limited
     (xvii)  Tung Ah Printing Company Limited
     (xviii) Varta Batteries Pte Limited
     (xix)   Weltroaics Component Limited

 DBS KWONO ON BANK LIMITED 139 Queen's Road Central. Central, Hong Kong
 Tel (852) 2815 3636   Fax (852) 2167 8222


Bonso Electronics Limited

     (xx)    Willas Company Limited
     (xxi)   A & E Enterprise Company Limited
     (xxii)  Wui Lee Metals Company Limit
     (xxiii) Wing Kay 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.


     (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

     Commission of Trade Facilities:

     L/C Opening Commission / Commission in Lieu of Exchange /
     Handling Commission Advanced Bills)

     The Bank's standard prevailing commission unless otherwise agreed.

     Handling Commission of Exuort InvoiceFinancine:  1/8% flat.



Bonso Electronics Limited

     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

     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.



Bonso Electronics Limited

     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;



Bonso Electronics Limited

          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.


(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.



Bonso Electronics Limited

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.
James Cheung, 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
Mr. Donald Chung, whose telephone numbr is 3199-7973. For queries on banking
arrangements, please contact our Senior Relationship Manager Mr. James Chcung,
whose telephone number is 2218-4804.

     We are pleased to be of service to you.

Signed for and on behalf of
DBS Kwong On Bank Limited
by :

/s/  Frankie Lam                            /s/  Steven Lai
-----------------------------               -------------------------------
     Frankie Lam                                 Steven Lai
     Manager                                     Vice President


We agree to the terms of this Letter.

Signed for and on behalf of
Bonso Electronics Limited

/s/ Anthony So



                      Bonso Electronics Limited ("Company")

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
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

NOTED that

DBS Kwong 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. .


(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.


(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


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/ Cathy Kit Teng Pang
Company Secretary

# The directors should satisfy themselves as to the accuracy of these paragraphs