General Banking Facilities Agreement - Natexis Banques Populaires and Bonso Electronics Ltd.
NATEXIS
BANQUES
POPULAIRES
HONG KONG BRANCH
12th Floor, CITIC Tower, I Tim Mel Avenue, Central, Hong Kong
Telephone : (852) 28 28 09 99 - Fax: (852) 25 83 98 01
Tlx : 80186 BFCEX
Our ref: CCIB/SC/mch/03-L0013BONS0
13th February 2003
Bonso Electronics Limited
Unit 1106-1110
11/F, Star House
3 Salisbury Road
Hong Kong
Attn.: Mr. Hung-Gun Anthony SO
Chairman
Dear Sirs,
RE: GENERAL BANKING FACILITIES
------------------------------
We are pleased to inform that Natexis Banques Populaires, Hong Kong Branch
(the "Lender") is prepared to make available the following uncommitted
general banking facilities (the "Facilities") to you subject to the
accompanying terms and conditions as stipulated in this letter (the
"Facility Letter") and subject to the terms contained in our standard
General Commercial Agreement, which terms shall apply to all transactions
contemplated by this Facility Letter.
1. BORROWER
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Bonso Electronics Limited
2. CORPORATE GUARANTOR
-------------------
Bonso Electronics International Inc.
Telephone : 01 48 00 48 00
Siege social : 115, rue Montmartre - 75002 Paris
Adresse postale : BP 265 09 - 75427 Paris Cedex 09
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Societe anonyme au capital de 512 548 160 euros - RCS Paris 542 044 524
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Our Ref. CCIB/SC/mch/03-L0013BONS0
3. FACILITIES
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Up to USD2,000,000.00 (Say, United States Dollars Two Million only)
available for:
a) Discount of export buyers' invoices with or without Export Credit
Insurance Corporation ("ECIC") coverage up to 80% of total value of
invoices for maximum tenor of 120 days;
b) negotiation of export Letter of Credit with discrepancies;
c) packing loan up to 70% of the value of the Export Letter of Credit
issued by banks acceptable to the Lender up to 90 days;
d) purchase of Export Bills on the basis of Document against Payment
("D/P") and/or Document against Acceptance ("D/A") with recourse for a
maximum duration of 90 days;
with sub-limit oh
-----------------
e) Up to USD1,500,000.00 available for:
i) the issuance of sight and/or usance Letter of Credit ("L/C") for
a maximum usance period of 120 days;
ii) Trust Receipt financing ("T/R") for a maximum tenor of 120 days
for imports under L/C issued by the Lender;
iii) the issuance of shipping guarantee under LIC issued by the
Lender;
iv) up to a notional sum of USD1,500,000.00 or its equivalent in
other major convertible currencies available for Foreign Exchange
Spot/Forward Contracts with a maximum tenor of six months;
f) Up to USD500,000.00 for discount of D/P, D/A export bills to Korona
Haushaltswaren GmbH & Co. KG in Germany up to 120 days.
Remarks:
--------
1) e) + f) shall not exceed USD1,500,000.00.
2) Aggregate tenor of T/R and Usance L/C shall not exceed 120 days.
3) The discount of DIP, D/A and export invoice is restricted to the
pre-approved drawees only. Advance will be made against submission of
invoice copy and/or copy of bill of lading and/or transport document.
Upon maturity of the financing period, the relevant buyers shall remit
payment directly to the Lender in favor of the Borrower.
4. PURPOSE
-------
Trade activities requirements.
5. SUPPORT / COLLATERAL
--------------------
> Corporate Guarantee duly executed by Bonso Electronics
International Inc_ limit of USD2,000,000.00.
> Assignment of ECIC policy on approved drawees with the Lender as
loss payee for discount of ECIC-covered export buyers' invoices.
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Our Ref. CCIB/SC/mch/03-L0013BONS0
6. UNDERTAKING
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The Borrower and Corporate Guarantor undertake to
a) deliver to the Lender certified true copies of the Borrower's and the
Corporate Guarantor's annual audited financial statements within 180
days after each fiscal year and such other information (financial or
otherwise) as the Lender may request;
b) notify the Lender promptly of the occurrence of any event which might
affect the Borrower's and the Corporate Guarantor's ability to perform
their obligations hereunder or any change in the shareholding or
control of the Borrower or of the Corporate Guarantor.
7. FACILITY ARRANGEMENT FEE
------------------------
HKD5,000.00 (Say, Hong Kong Dollars Five Thousand), payable upon
acceptance of this Facility Letter.
8. BILL COMMISSIONS
----------------
UC Opening Commission and In Lieu of Exchange Commission
--------------------------------------------------------
First US$50,000 or its equivalent 1/4%
Balance 1/16%
Handling Fee for Export Invoice Discount
----------------------------------------
1/16% flat on the invoice value or minimum charge at HKD300.00.
All other banking charges shall be subject to the Lender's standard
scale of charge and the rules of The Hong Kong Association of Banks.
9. INTEREST
--------
Trade Finance : The Lender's Cost of Funds + 2% p.a.
Export invoice discount with
ECIC covered bills : The Lender's Cost of Funds + 1% p.a.
The interest shall be calculated on the basis of actual number of days
elapsed on a year of 360 or 365 days, whichever is applicable to the
currency concerned in accordance with general banking practice.
Interest on Trade Finance is to be payable in arrears on the last day
of each interest period.
If any sum is not paid when due, that sum shall bear an overdue
interest at a rate of 3% per annum above the rate as specified above
from the due date to the date when actual payment is made in full.
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Our Ref. CCIB/SC/mch/03-L0013BONS0
10. CONDITIONS PRECEDENT
--------------------
The Facilities will be available until further notice subject to the
availability of funds and the receipt of the followings that are in
form and substance satisfactory to the Lender
a) the attached copy of the Facility Letter duly signed by authorized
signatories of the Borrower and the Corporate Guarantor signifying the
acceptance of the agreement to the terms and conditions contained
herein, with respective supporting board resolutions;
b) the Corporate Guarantee duly executed by. the Corporate Guarantor,
with supporting board resolutions; (received)
c) certified copies of constitutional documents of the Borrower and the
Corporate Guarantor, including Certificate of Incorporation, Business
Registration Certificate, and Memorandum & Articles of Association;
(received)
d) the General Commercial Agreement duly completed and executed by the
Borrower, with supporting board resolutions; (received)
e) account opening documentation duly completed by the Borrower;
(received)
f) certified copies of Identification/Passport of the authorized
signatories of the Borrower and the Corporate Guarantor; (received)
g) such other documentation as may be reasonably requested by the Lender
to validate the above Facilities.
11. WARRANTY
--------
The Borrower and the Corporate Guarantor hereby warrant that there has
been no material adverse change in their respective financial
conditions which would reduce their ability to meet their obligations
hereunder.
12. LAW AND VENUE
-------------
This Facility Letter and the execution thereof shall be governed by
and construed in accordance with the laws of Hong Kong Special
Administrative Region ("Hong Kong"). The Borrower and the Corporate
Guarantor hereby irrevocably agree to submit to the non-exclusive
jurisdiction of the Hong Kong courts.
13. SERVICE AGENT
-------------
The Borrower agrees to accept the appointment of the Corporate
Guarantor to be its service agent to receive and acknowledge on behalf
of the Corporate Guarantor of any writ, summons judgment or other
notice of legal process in Hong Kong issued in relation to this
Facility Letter. If for any reason that the Borrower (or its
successor) no longer services as service agent of the Corporate
Guarantor for this purpose, they shall promptly request the Corporate
guarantor to appoint a successor service agent and notify the Lender
thereof. The Corporate Guarantor agrees that any such legal process
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Our Ref.CCIB/SC/mch/03-L0013BONS0
shall be sufficiently served on the Corporate Guarantor if delivered
to the Borrower for service at its address for the time being in Hong
Kong whether or not such agent gives notice thereof to the Corporate
Guarantor.
As a general banking practice and notwithstanding any terms and conditions
specified above, the Lender reserves its overriding right to cancel, modify or
demand immediate repayment of all outstanding balances whether due or owing,
actual or contingent under the Facilities without prior notice. The usage and
the continual availability of the Facilities are subject to the Lender's
standard documentation, periodic review and the usual requirement that there
will be no material adverse change in the financial position of the Borrower and
the Corporate Guarantor.
Please indicate your acceptance of the above terms and conditions by signing and
returning to us the duplicate of this Facility Letter.
This Facility Letter, once accepted and upon our confirmation that all
Conditions Precedent have been satisfied, shall supersede our Facility Letter
dated 30'" January 2002 (Our ref. CORP/RC/mch/02-L0006Bonso) and the outstanding
thereunder shall be transferred as outstanding hereunder.
We are pleased to be of service to your company and look forward to a mutually
beneficial relationship.
Yours faithfully,
For and on behalf of
Natexis Banques Populaires
Hong Kong Branch
/s/ Tony AU /s/ Frederick FAN
----------------------------- ----------------------------------
Tony AU Frederick FAN
Deputy General Manager Head of Operations
We confirm our acceptance on the terms and conditions stated in above and agree
to be bound thereby.
For and on behalf of
BONSO ELECTRONICS LTD.
/s/ SO HUNG GUN ANTHONY
-----------------------------
Name: S0 HUNG GUN ANTHONY
Title:CHAIRMAN
Date: FEB 20, 2003
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Our Ref. CCIB/SC/mch/03-L0013BONS0
We, as Corporate Guarantor, hereby confirm and consent to the terms and
conditions of the Facilities, and confirm that our obligations under the
Guarantee of 18 MAR, 2002 continue in full force and effect and expressly extend
to and guarantee the performance of the terms and conditions of the Facilities.
For and on behalf of
Bonso Electronics International Inc.
/s/ SO HUNG GUN ANTHONY
-----------------------------
Name: SO HUNG GUN ANTHONY
Title:CHAIRMAN
Date: fEB 20, 2003