Our
Ref No. XXXXXXXXX


 


11
July 2012


 


Sun Line Industrial
Limited


Broadway Industrial
Holdings Limited


Broadway Precision
Technology Ltd.


Flat
01, 21/F.,


Aitken
Vanson Centre,


61
Hoi Yuen Road,


Kwun
Tong, Kowloon.


 


Attention:
Mr. Ning Ho Leung, Director


 


Dear
Sirs,


 


FACILITY LETTER


 


CITIC
Bank International Limited (the "Bank") is pleased to inform you that it will consider requests made by the Borrowers
specified below for the following banking facilities (the "Facilities") on the following terms and conditions. The terms
set out in this facility letter supersede and replace those set out in the previous facility letter.


 


		A.	BORROWERS:



 


Borrower
1: Sun Line Industrial Limited


 


Borrower
2: Broadway Industrial Holdings Limited


 


Borrower
3: Broadway Precision Technology Ltd.


 


		B.	FACILITIES
AND LIMITS:



 


General Banking
Facilities


 


	Type(s) of Facility	 	Facility Limit(s)
	 	 	 
	1.    Trade Finance - for all Borrowers	 	 
	 	 	 
	available subject to individual facility limit(s) below:	 	 
	 	 	HKD20,000,000.00
	(i)    Issuance of Documentary Credit ("L/C");	 	 
	 	 	 
	(ii)   Advances
against Trust Receipts covering goods under import L/Cs or under Documents against Payment ("D/P”) and/or Documents
against Acceptance ("D/A");	 	HKD20,000,000.00
	 	 	 
	(iii)  Import
Invoice Financing.	 	HKD20,000,000.00
	 	 	 
	Trade Finance Aggregate Limit(s):	 	 
	 	 	 
	·    The total outstandings of all the above items shall not at any time exceed HKD20,000,000.00.	 	 





 





 




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	Our Ref No.
    :	XXXXXXXXX 
	Borrowers   
    :	Sun Line Industrial Limited
	 	Broadway Industrial Holdings Limited 
	 	Broadway Precision Technology Ltd.


 


	2.           Overdraft-for all Borrowers	HKD6,000,000.00
	 	 
	3.           Revolving Loan - for all Borrowers	HKD6,000,000.00
	 	 
	Total Facility Limit:	HKD20,000,000.00


 


Remarks:


 


		·	The aggregate outstandings of Facilities 2 and 3 above shall not at
any time exceed HKD6,000,000.00.



 


		·	The aggregate outstandings of all the above
Facilities shall not at any time exceed the Total Facility Limit.



 


		C.	FACILITIES CONDITIONS:



 


		1.	Trade Finance



 


Interest:
2% per annum over HIBORI LIBOR.


 


L/C
Opening Commission, Commission in Lieu of Exchange & Handling fee under Import Invoice Financing: 1/16% flat (the minimum
commission is waived).


 


HKD
Bills Commission is waived.


 


Maximum
tenor/advance percentage for:


 


Import
L/Cs issued at sight and/or usance of up to 90 days. Combined usance and import loan period of any transaction is not to exceed
90 days.


 


Import
Invoice Financing: up to 90 days from drawdown date. Invoice date plus loan tenor shall not exceed 180 days. Invoice presented
should be within 90 days from invoice date for Financing purpose.


 


Other
Conditions for Import Invoice Financing:


 


		·	List of approved suppliers and individual limit(s) are subject to the
Bank's approval from time to time.
	 	 	 



		·	Sales statement(s) / proforma invoice(s) / invoice(s) issued by approved
suppliers are allowed.



 


		·	Cash in advance to supplier
                                                                                                                 “xxxxxxxxxxxxxxxxxxxxxxxx” is allowed.



 


		2.	Overdraft



 


Interest
0.5% per annum over Prime or 2.5% per annum over HIBOR, whichever is higher, payable monthly in arrears. Accrued interest, if not
so paid, shall be capitalized as principal and bear interest accordingly.


 





 




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	Our Ref No. :	XXXXXXXXX 
	Borrowers  
     :	Sun Line Industrial Limited
	 	Broadway Industrial Holdings Limited 
	 	Broadway Precision Technology Ltd.


 


Default
Interest Rate: 4% per annum over Prime.


 


		3.	Revolving Loan



 


Purpose:
For general working capital.


 


Drawdown:
For 2 weeks or 1, 2, 3 or 6 month(s) as selected by the relevant Borrower. Written drawdown notice for shall be delivered to the
Bank not less than one business day prior to the drawdown.


 


Interest:
2.5% per annum over 2 weeks or 1, 2, 3 or 6 month(s) HIBOR, payable at maturity of each advance.


 


Repayment:
Each advance shall be repayable on the maturity date of that advance unless the Bank allows for a rollover.


 


Other
Conditions: A clean up period of 1 week shall be maintained on a semi-annual basis.


 


Facilities
Fees:


 


An annual fee
in such amount as the Bank may prescribe is payable in December of each year for so long as the Facilities continue.


 


		D.	SECURITY
AND CONDITIONS PRECEDENT



 


The following
documents, items and evidence (both in the form and substance satisfactory to the Bank) shall be delivered to the Bank prior to
submitting any drawdown notice to the Bank:-


 


		1.	This letter duly signed by each Borrower
and all the relevant guarantors.



 


		2.	Two sets of Notice of Appointment of Process
Agent duly signed by Borrower 2 and Borrower 3 respectively.



 


		3.	An
Acknowledgement and Acceptance of Appointment as Agent for Services ofProcess of Borrower 2 and Borrower 3 from their process
agent.



 


		4.	Two sets of Guarantee and Indemnity duly
executed by Plastec International Holdings Limited (the "Corporate Guarantor") for HKD25,000,000.00 and HKD10,000,000.00
plus interest and other charges for the accounts of Sun Ngai Spraying And Silk Print Co., Ltd., Borrower 1 and Borrower 2 respectively.



 


		5.	A Guarantee and Indemnity duly executed
by the Corporate Guarantor for HKD22,000,000.00 plus interest and other charges for the account of Borrower 3.



 


		6.	Two
                                                            sets of Guarantee and Indemnity duly executed by Sze-To Kin Sun (the
                                                            "Personal Guarantor") for HKD25,000,000.00 and HKD10,000,000.00
                                                            plus interest and other charges for the accounts of Sun Ngai Spraying
                                                            And Silk Print Co., Ltd., Borrower 1 and Borrower 2 respectively.



 


		7.	A Guarantee and Indemnity duly executed
by the "Personal Guarantor for HKD22,000,000 00 plus interest and other charges for the account of Borrower 3.



 





 




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	Our Ref No. :	XXXXXXXXX 
	Borrowers   
    :	Sun Line Industrial Limited
	 	Broadway Industrial Holdings Limited 
	 	Broadway Precision Technology Ltd.


 


		8.	A Guarantor/Security Provider Acknowledgement
duly signed by the Personal Guarantor.



 


		9.	Original/certified copies of all necessary
consents, approvals and other authorisations (including board resolutions/shareholders resolutions, if applicable) in connection
with this letter and all other documents mentioned above.



 


		10.	Certificate of good standing in respect
of Borrower 2, Borrower 3 and the Corporate Guarantor. If the documents are submitted in copies, certified as true and complete
copies by a solicitor or a certified public accountant is required.



 


		11.	Certificate of incumbency in respect of
Borrower 2 and Borrower 3. If the documents are submitted in copies, certified as true and complete copies by a solicitor or a
certified public accountant is required.



 


		12.	Certified true copy of the identity documents
of the authorized signatory(ies) of Borrower 3.



 


		13.	A legal opinion issued by the lawyers in
British Virgin Islands (in the form and substance acceptable to the Bank) on the validity and enforceability of this letter executed
by Borrower 3.



 


		14.	A legal opinion issued by the lawyers in
British Virgin Islands (in the form and substance acceptable to the Bank) on the validity and enforceability of Guarantee and Indemnity
executed by the Corporate Guarantor.



 


		15.	Such other documents, items or evidence
that the Bank may require from time to time.



 


		E.	UNDERTAKINGS



 


		1.	The Borrowers shall provide the Bank with
the certified copies of the audited financial statements of the Borrowers and the Corporate Guarantor within 10 months or such
other period as the Bank may determine following the end of each financial year and such other information of the Borrowers and
the Corporate Guarantor as the Bank may require from time to time.



 


		2.	The Borrowers shall ensure that Sze-To Kin
Sun remains as the ultimate single major shareholder of the Borrowers and the Corporate Guarantor.



 


		F.	JOINT
AND SEVERAL LIABILITY



 


		1.	Each Borrower accepting the terms and conditions set out in this letter is jointly and severally
liable with the other Borrowers for all sum payable or owing to the Bank under the Facilities (whether incurred by that Borrower
or not). Each Borrower agrees and undertakes with the Bank to pay to the Bank on demand all sums of money and liabilities under
the Facilities now or hereafter owing or incurred to the Bank on any account whatsoever by any one of the Borrowers. The obligations
and liabilities of each Borrower shall take effect immediately upon its signing of this letter. Each Borrower further agrees that
the Bank is not required to make any reference to the other Borrowers in relation to the utilization of the Facilities by any Borrowers.



 


		G.	OTHER TERMS AND CONDITIONS



 


		1.	Each application made by any Borrower to
use any of the Facilities in whole or in part shall be a request by it to the Bank to extend financing on the terms and conditions
set out or referred to in this letter. No commitment by the Bank to extend any financing shall arise until any application by any
Borrower for such financing is accepted by the Bank either expressly or by its extending such financing to such Borrower.



 





 




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	Our Ref No. :	XXXXXXXXX 
	Borrowers    :	Sun Line Industrial Limited
	 	Broadway Industrial Holdings Limited 
	 	Broadway Precision Technology Ltd.


 


		2.	Notwithstanding any provision stated in
this letter, the Facilities are repayable on demand by the Bank. The Bank has the overriding right at any time to require immediate
payment and/or cash collateralization of all or any sums actually or contingently owing to it under the Facilities. This letter
stipulates the terms and conditions applicable to the Facilities, if granted, and does not oblige the Bank to extend any financing
to any Borrower.



 


		3.	The Bank may at any time immediately modify,
terminate, cancel or suspend the Facilities or vary the terms applicable to the Facilities without the consent of any party and
without subject to any condition.



 


		4.	The Bank's Standard Terms for Banking Facilities
(2007 Edition) attached and/or referred to this letter forms an integral part of this letter and each Borrower agrees to observe
and be bound in by the Bank's Standard Terms for Banking Facilities.



 


		5.	Please note that Section 83 of the Banking
Ordinance has imposed on the Bank certain limitations on advance to persons related to its directors and employees. In signing
this letter, each Borrower confirms to the Bank that it is not in any way related to the Bank's directors or employees within the
meaning of Section 83. Each Borrower undertakes to advise the Bank promptly in writing if it becomes so related subsequent to the
signing of this letter.



 


		6.	This letter shall be governed by and construed
in accordance with the laws of Hong Kong Special Administrative Region.



 


Please
confirm your agreement to the terms and conditions of this letter (incorporating the Bank's Standard Terms for Banking Facilities
(2007 Edition) attached and/or referred to this letter) by signing and returning to us the duplicate of this letter to Ms. xxxxxxxxxxx
of our Corporate Banking, Hong Kong at 80th Floor, International Commerce Centre, 1 Austin Road West, Kowloon,
Hong Kong by 1 August 2012.


 


Should
you have any queries on the completion of the required documents, please do feel free to contact our Ms. xxxxxxxxxxxxxxx
at xxxxxxxxxxxxx Forqueries on banking arrangements, please
contact our Ms. xxxxxxxxxxx at xxxxxxxxxxx
or Mr. xxxxxxxxxxxx at xxxxxxxxxxx
at any time.


 


	Yours faithfully,	 	 
	For and on behalf of	 	For and on behalf of
	CITIC Bank International Limited	 	CITIC Bank International Limited


 


	(Signed)	 	(Signed)
	Authorized Signatory	 	Authorized
Signatory
	Head of Loan Documentation	 	First Vice President & Team Head
	Operations	 	Corporate Banking


 


FL/df/ec


 





 




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	Our Ref No. :	XXXXXXXXX 
	Borrowers    :	Sun Line Industrial Limited
	 	Broadway Industrial Holdings Limited 
	 	Broadway Precision Technology Ltd.


 


We
agree to and accept all the termsand conditionsset out above and the Bank's Standard Termsfor


Banking
Facilities (2007 Edition)attachedand/or referred to above, which we have read and understood.


 


	For and on behalf of	For and on behalf of
	Sun Line Industrial Limited	Broadway Industrial Holdings Limited


 


	(Signed by SZE-TO Kin Sun	 	(Signed by SZE-TO Kin Sun
	and NING Ho Leung)	 	and NING Ho Leung)
	 	 	 
	Date: 07 AUG 2012	 	Date: 07 AUG 2012


 


For
and on behalf of


Broadway
Precision Technology Ltd.


 


	(Signed by SZE-TO Kin Sun 
	and NING Ho Leung)
	 
	Date: 07 AUG 2012


 





Acknowledged
and countersigned by the corporate guarantor


 


For
and on behalf of


Plastec
International Holdings Limited


 


	(Signed by SZE-TO Kin Sun 
	and NING Ho Leung)
	 
	Date:
    14 AUG 2012


 


Acknowledged
and countersigned by the personal guarantor


 


	(Signed)
	Name:
    Sze-To Kin Sun
	Date: 07 AUG 2012


 





 




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