bonoso_20f-ex4x2.htm


    Exhibit 4.2

    
 

    
      HANG SENG
BANK    

                                                                                     Managing wealth for
you, with you.

    

    


    


    CUSTOMER'S
COPY

    


    Our
Ref: Commercial Banking - A081111

    


    Confidential

    


    6 March
2009

    


    Bonso
Electronics Limited

    Unit
1915-1916 19/F

    Delta
House

    3 On Yiu
Street

    Shek
Mun

    Shatin

    New
Territories

    


    Attention:  Mr.
Anthony So

    


    Dear
Sirs,

    


    BANKING
FACILITIES

    


    With
reference to our recent discussions, we, Hang Seng Bank Limited (the "Bank") have reviewed your
banking facilities and are pleased to offer the following revised banking
facility/facilities (the "Facilities") to the
borrower(s) specified below (the "Borrower").

    


    The
Facilities will be made available on the terms and conditions set out in this
letter and the Standard Terms and Conditions for Banking Facilities attached and
upon satisfactory completion of the security specified below.

    


    The
Facilities are subject to review at any time and in any event by 31 January 2010 and also
subject to our overriding right of repayment on demand, including the right to
call for cash cover on demand for prospective and contingent liabilities. The
Bank shall have an unrestricted discretion to cancel or suspend, or determine
whether or not to permit drawings in relation to, the Facilities.

    


    1.           Borrower

     

                 
Bonso Electronics Limited

    


    2.           Facilities and
Limits

    
 

    
      	
              Combine
      Limit

              Overdraft
      (OD)

              Standby
      Documentary Credits

              (SDC)

              Documentary
      Credits

              -
      Trust Receipt (TR)

              Local
      Documentary Credits

            	
              HKD48,000,000

              (HKD5,000,000)

              (HKD7,800,000)

               

              (HKD48,000,000)

              [(HKD48,000,000)]

              (HKD48,000,000)

            


    

     

     

     

     

     

    
    

     

    
      	 
      
              Hang
      Seng Bank
      Limited                                                                                                                                  

              83
      Des Voeux Road Central Hong Kong

              Tel
      (852) 2198 1111        Fax (852)
      2868
      4047                                                            

              Telex
      73311 HASEB HX Website
      www.hangseng.com                                                                                                 

            	      
              ISO
      14001 certified

               

              The
      world’s most recognised standard

              for
      environmental management
systems

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Bonso
Electronics Limited

    Our
Ref: Commercial Banking - A081111

    


    


    
      	
              -
      Trust Receipt under Local

            	
              [(HKD48,000,000)]

            
	
              Documentary
      Credits (TR

            	 
      
	
              under
      Local DC)

            	 
      
	
              Import
      Trade Loans (ITL)

            	
              (HKD35,000,000)

            
	
              Documents
      Against Payment

            	
              (HKD48,000,000)

            
	
              Documents
      Against Acceptance

            	
              (HKD48,000,000)

            
	
              (DA)

            	 
      
	
              Factoring
      Facility (FTG)

            	
              (USD2,400,000)

            
	
              Bank
      Guarantee (GTE)

            	
              (USD1,000,000)

            
	
              Negotiation
      under Documentary

            	
              HKD15,000,000

            
	
              Credits
      with discrepancies

            	 
      
	
              Total

            	
              HKD63,000,000

            


    

    


    Note:

    
      	
               
      

            	
              (a)

            	
              The
      aggregate outstanding under OD, SDC, TR, TR under Local DC, ITL, DA, FTG
      and GTE facilities shall not at any time exceed
    HKD48,000,000.

            


    

    
      	
               
      

            	
              (b)

            	
              The
      aggregate outstanding of all sub-limits shall not at any time exceed the
      Facility Limit of that Facility and the Total Facility
    Limit.

            


    

    


    3.         Facilities and
Conditions

     

    
       

      
        	 	      
                Overdraft
      Facility:

              	Account No.:
      259-229698-001


      

       

      
        
           

          
            	 	      
                     

                  	      
                    Interest: 1%
      per annum over BLR on daily balances, payable
      monthly in arrears.

                  


          

           

          
            
              
                 

                
                  	 	      
                           

                        	      
                                
                            Interest on
      Unauthorized Overdraft: 8% per annum over
      BLR

                          

                        



              

            

          


      

    

     

     

    
      
        
          	 	      
                  Documentary
      Credits:

                	      
                  For
      issuance of documentary credits for the account of the Borrower
      in favour of third parties and covering import of goods
      in the ways acceptable to the Bank and/or acceptance
      of bills drawn thereunder with tenor up to 120 days.

                


        

      

      


      


       



    


    
2

    


    
      Hang Seng
Bank Limited


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Bonso
Electronics Limited

    Our
Ref: Commercial Banking - A081111

     

     

     

    


     

    
      	 	      
              Trust
      Receipt:

            	      
              For
      trust receipt facility relating to goods imported and financed
      under the Bank's documentary credits issued for the
      account of the Borrower with tenor up to 120 days less any usance/credit
      periods granted by the suppliers of the
      Borrower.

            


    

     

    
      
        	 	      
                 

              	      
                      
                  The
      interest shall be 2.5% per annum over HIBOR for  HKD loan and 2.5%
      per annum over LIBOR for USD loan.

                

              


      

    

     

    
      
        
          	 	      
                  Local
      Documentary Credits:

                	      
                        
                          
                      For
      issuance of documentary credits for the account of the Borrower in favour
      of third parties / local beneficiaries andcovering import of goods by
      calling for simple / insecure shipping evidence satisfactory to the Bank
      with tenor up to 120
      days.

                    

                  

                


        

      

    

    
       

      
        	 	Trust Receipt under
      Local : 	      
                      
                  For
      trust receipt facility relating to goods imported and financed Documentary
      Credits under the Bank's Local DC with tenor up to 120
      days.

                

              


      

    

     

    
      	 	 	      
                    
                The
      interest shall be 2.5% per annum over HIBOR for HKD loan and 2.5% per
      annum over LIBOR for USD
      loan.

              

            


    

    
       

      
        	 	      
                Import
      Trade Loans:

              	      
                      
                        
                    For
      extension of trade loans to finance the Borrower's import
      of goods as evidenced by its suppliers' invoices and
      any other relevant documents as required. The availability of any
      particular trade loan will be subject to such
      conditions as the Bank may decide from time to time with tenor up to 150
      days.

                  

                

              


      

      
         

        
          	 	 	      
                        
                    The
      interest shall be 2.5% per annum over HIBOR for HKD loan and 2.5% per
      annum over LIBOR for USD
      loan.

                  

                


        

      

    

     

    
      	 	Standby
      Documentary:	      
                    
                The
      Borrower shall reimburse the Bank immediately on demand all amounts of
      claims under any standby documentary credit issued for its account. Any
      amount not reimbursed by it to the Bank shall bear default interest at
      such rate as the Bank may at its absolute discretion determine from time
      to
time.

              

            


       

    

    


    


    


    


    


    3

    Hang Seng
Bank Limited


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Bonso
Electronics Limited

    Our
Ref: Commercial Banking - A081111

    


     

    
       

      
        	 	Documents
      Against  Payment: 	      
                      
                  For
      purchase of documentary export D/P bills drawn on parties
      acceptable to the
      Bank.

                

              


        
           

          
            	 	
                    Documents
      Against  

                    Acceptance: 

                  	      
                          
                      For
      purchase of documentary export D/A bills drawn on parties
      acceptable to the Bank with tenor up to 120
      days.

                    

                  


            
              
                 

                
                  	 	
                           

                        	      
                          The
      interest shall be 2.5% annum over HIBOR for HKDloan and 2.5% per annum over LIBOR for
      USD loan.

                        


                  
                    
                       

                      
                        	 	
                                Negotiation
      under 

                                Documentary
      Credits

                                with discrepancies:

                              	      
                                For
      negotiation of discrepant documents, secured or unsecured
      by goods, presented under export documentary credits
      issued by banks acceptable to the
      Bank.

                              


                         

                      

                    

                  

                

              

            

          

        

      

      
        
          	 	
                  Factoring Facility:

                	      
                  Subject
      to terms and conditions set out in separate letter issued
      by the Bank’s Customized Trade Solutions Department.

                


           

        

      

      
        
          	 	
                  Bank Guarantee:

                	      
                  For
      issuance of bank guarantee for the account of the Borrower
      in favour of third parties in the ways acceptable to
      the
  Bank.

                


           

        

      

      
        
          	 	
                   

                	      
                  Commission
      will be charged at 1.5% per annum on the amount of each guarantee to be
      issued.

                


           

        

      



    4.         
   Security

    


    The
Bank shall continue to hold:-

    


    
      	
               
      

            	
              (1)

            	
              Guarantee dated 31
      January 2000
      for unlimited amount from Bonso Electronics International
    Inc.

            


    

    


    Each of
the Borrower and the corporate guarantor(s) (if any) shall immediately inform
the Bank once there are changes of its directors or beneficial shareholders or
amendment to its memorandum and articles of association or equivalent
constitutional documents and shall ensure that such changes/amendment are
updated in the company registry of its place of incorporation
promptly.

    


    5.           
Undertakings

    


    The
Borrower and the under-mentioned undertaking parties (if any) will undertake to
the Bank as follows:-

    


    
      	
               
      

            	
              (1)

            	
              The
      Borrower shall provide to the Bank a certified copy of the financial
      statements on a quarterly basis.

            


    

    


    


    4

     

    Hang Seng
Bank Limited

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Bonso
Electronics Limited 

    Our
Ref: Commercial
Banking - A081111

    


    


    
      	
               
      

            	
              (2)

            	
              Bonso
      Electronics International Inc and all of its subsidiaries/associated
      companies shall not create or permit to subsist any mortgage, pledge,
      lien, charge, assignment or other security interest over any of its assets
      without the Bank's prior written
consent.

            


    

    


    The
Borrower and the under-mentioned undertaking parties (if any) shall continue to
undertake to the Bank as follows:-

    


    
      	
               
      

            	
              (1)

            	
              The
      Borrower and the corporate guarantor(s) shall provide to the Bank a
      certified copy of its annual audited accounts/financial statements within
      180 days after the end of each financial year and such other relevant
      financial information as the Bank may from time to time reasonably
      request.

            


    

    


    6.           
Fees

    


    A
facility review fee of HKD30,000 will be debited from the Borrower's account
maintained with the Bank at the expiration of 14 days from the date of this
letter unless the Bank within 7 Business Days from the date of this letter
receives the Borrower's written notification that the Facilities are no longer
required.

    


    Upon
completing each review of the Facilities, the Bank is authorised to debit the
current account maintained by the Borrower with the Bank for the facility review
fee as the Bank may prescribe from time to time.

    


    Section 83 of the Banking
Ordinance

    


    Section
83 of the Banking Ordinance (Cap. 155, Laws of Hong Kong) has imposed on us as a
bank certain limitations on advances to persons related to our directors or
employees. In accepting the Facilities, the Borrower should advise us whether
the Borrower is in any way related to any of our directors or employees within
the meaning of Section 83 and in the absence of such advice we will assume that
the Borrower is not so related. We would also ask that if the Borrower becomes
so related subsequent to accepting the Facilities, the Borrower should
immediately advise us in writing.

    


    Please
arrange for the enclosed copy of this letter to be signed by the Borrower and
all guarantors and security providers of the Facilities and return the same to
the Bank with Board Resolution(s) and Shareholder's Resolution(s) (if
applicable) before 6 April
2009, failing which our offer shall lapse unless it is extended by us at
our absolute discretion.

    


    By
accepting this Facility Letter, you would agree to channel all your remittance
transactions and insurance arrangement to the Bank. Our Cash Management &
Payment Services Department and Commercial Sales Department would contact you to
offer our services on remittance and insurance respectively.

    


    


    


    


    5

    Hang Seng
Bank Limited

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Bonso
Electronics Limited

    Our
Ref: Commercial Banking - A081111

    


    


    Should
you have any queries, please do not hesitate to contact the following
persons:-

    


    
      	
              Queries
      on

            	
              Name

            	
              Telephone
      No.

            
	
              Banking
      arrangement

            	
              Mr.
      Angus Wong

            	
              21985998

            
	
              Factoring
      arrangement

            	
              Ms.
      Katrine Lee

            	
              21988512

            
	
              Insurance

            	
              Mr.
      Stanley Ng

            	
              21982703

            
	 
      	
              Mr.
      John Li

            	
              21982522

            
	
              Remittance

            	
              Mr.
      Billy Chow

            	
              21984534

            
	 
      	
              Remittance
      Hotline

            	
              21986919

            
	
              Wealth
      management

            	
              Ms.
      Michelle Wong

            	
              21985534

            
	
              Execution
      of documents

            	
              Ms.
      Angel Lui

            	
              21984817

            
	 
      	
              Ms.
      Teresa Chan

            	
              21984816

            


    

    


    Kindly
return the accepted Facility Letter and executed documents to our Mr. Jones Chung/ Ms. Angel Lui, Credit
Administration Department, 21/F., 83 Des Voeux Road Central, Hong
Kong.

    


    We trust
that you will make active use of the Facilities and are pleased to be of
continued assistance.

    


    Yours
faithfully,

    For Hang
Seng Bank Limited

    


    


    


    _______________________________                                                                           _____________________________

    Josephine
Cho                                                                                                                  
      Joanna Lai

    Senior
Vice
President                                                                                                             Vice
President

    Documentation
and Services
Delivery                                          
                                     Documentation
and Services Delivery

    Commercial
Banking
Division                                                                                    
          Commercial Banking
Division

    


    HL/
yk

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    6

    Hang Seng
Bank Limited


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Bonso
Electronics Limited

    Our
Ref: Commercial Banking - A081111

    


    


    I/We
hereby accept the Facilities and agree to be bound by all the terms and
conditions set out in this letter and the Standard Terms and Conditions for
Banking Facilities, which I/we have read and understood.

    


    


    


    For and
on behalf of

    BONSO
ELECTRONICS LTD.

    


    


    


    ______________________________

    Bonso
Electronic Signature(s)

    


    I/We
agree to act as guarantor/security provider of the Facilities upon the terms and
conditions set out in this letter and the Standard Terms and Conditions for
Banking Facilities.

    


    For and
on behalf of

    BONSO
ELECTRONICS INTERNATIONAL INC.

    


    


    


    ______________________________

    Bonso
Electronics lnternational Inc.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    7


     

    Hang Seng
Bank Limited