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Exhibit 4.10




OUR REF: AOC-CMB-SZN (FZ) (060710).AP




CONFIDENTIAL






Zastron Electronic (Shenzhen) Company Limited

Gusu Industrial Estate,

Xixiang, Baoan,

Shenzhen, PRC




17 July 2006




Attn: Mr. Horace Lai and Mr. Steve Phoon




Dear Sirs



Banking Facilities

Customer No. 002-095495



With reference to our recent discussion, we are pleased to advise that we have reviewed your
banking facilities and offer a renewal within the following limit which will be made available on
the specific terms ad conditions outlined herein and upon the satisfactory completion of the
security detailed below. This facility is also subject to our customary overriding right of
suspension, withdrawal and repayment on demand, including the right to call for cash cover on
demand for prospective and contingent liabilities and to review at any time, and in any event, by
31 May 2007.




Facilities




	 	 	 	 	 	 	 
	 	 	New	 	Previous
	Tranche I    Import Facilities
	 	USD15,000,000.-	 	USD9,000,000.-
	Tranche II   Revolving loan Facilities
	 	NIL	 	USD10,000,000.-






	 	 	 	 	 	 	 
	 	 	New	 	Previous
	Tranche I            Import Facilities
	 	USD15,000,000.-	 	USD9,000,000.-
	Documentary Credits to your
Suppliers and Import Loan
Facilities in either US Dollars or
Foreign Currency (HKD or JPY) for
up to 120 days (Previously 90
days), less any usance / Credit
periods granted by your suppliers.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	within which
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Goods under your control and/or
Trust Receipts.
	 	(USD15,000,000.-)	 	(USD9,000,000.-)






 









 





			
	Zastron Electronic (Shenzhen) Company Limited
	 	17 July 2006






Interest



Interest rate on import loan continues to be charged at 0.55% per annum over 1, 2, 3 or 6 month
Hong Kong/Singapore/London Interbank Money Market Offer Rate and payable in arrears.




Commission



Documentary Credits opening commission for each validity of three months or part thereof
(minUSD24.00) continue to be charged as below and payable in full at the time of issuance of all
DCs.




	 	 	 	 	 
	For DC amount below USD100k or its equivalent
	 	 	0.12	%
	For DC amount between USD100k (USD100k inclusive) and USD250k or its equivalent
	 	 	0.10	%
	For DC amount between USD250k (USD250k inclusive) and USD400k or its equivalent
	 	 	0.08	%
	For DC amount above USD400k (USD400k inclusive) or its equivalent
	 	 	0.06	%






Default Interest



Please note that amounts, which are overdue or overlimit (as well as amounts demanded and not
paid) in respect of the facility will bear interest at 3% p.a. over the stipulated interest rate of
this facility, subject to fluctuation at the lender’s discretion.




Prepayment



The Borrower will pay the usual penalties (i.e. the differential between the return we would have
received had the loan run to maturity and the return we are able to obtain by the placing of the
funds repaid for the remainder of the existing interest period in the market).




Security



As security, currently we are holding the Corporate Guarantee for USD19,000,000.- from Nam Tai
Electronics, Inc. dated 22 July 2004 together with a certified copy of Board Resolution dated 22
July 2004.



For the revised facility, we shall require a Corporate Guarantee for USD15,000,000.00 from Nam Tai
Electronics, Inc. together with certified copy of a Board Resolution. Upon receipt of the fresh
replacement guarantee, we shall arrange the return of the previous guarantee dated 22 July 2004 at
your disposal.




Covenants



You, Zastron Electronic (Shenzhen) Company Limited (the “Borrower”), shall be required for so long
as these facilities are available to you to comply with the following covenants/undertakings. Your
compliance or otherwise with the following covenants/undertakings will not in any way prejudice or
affect our right to suspend, withdraw or make demand in respect of the whole or any part of the
facilities made available to you at any time. By signing this letter, you expressly acknowledge
that we may suspend, withdraw or make demand for repayment of the whole or any part of the
facilities at any time notwithstanding the fact that the following covenants/undertakings are
included in this letter and whether or not you are in breach of any such covenants/undertakings:




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	Zastron Electronic (Shenzhen) Company Limited
	 	17 July 2006







	1)	 	The Borrower undertakes that:






	 	(i)	 	upon the realisation of any foreign guarantee/security in respect of this Facility,
it shall conduct foreign debt registration with the local State Administration of Foreign
Exchange (“SAFE”) in a timely manner but in no event later than 15 days after realisation
of such foreign guarantee/security;
	 
	 	(ii)	 	to procure the successful registration with SAFE as mentioned in the foregoing item
(i), the Borrower shall ensure that it has sufficient borrowing gap at the time of the
registration of the realised foreign guarantee/security;
	 
	 	(iii)	 	throughout the term of the Facility and as long as the Facility is existing or any
indebtedness under the Facility is outstanding, the Borrower shall keep the Lender informed
of the amount of its borrowing gap (calculated as the balance of (i) its approved total
investment amount less (ii) its registered capital) and shall forthwith advise the Lender
of any change in the borrowing gap; and
	 
	 	(iv)	 	the Borrower shall take all necessary measures to ensure that all the indebtedness
owed to the Lender under this Facility be fully settled in the same currency as that of
such indebtedness.





Conditions Precedent





	1)	 	A valid Borrowing Card issued by the People’s Bank of China.
	 
	2)	 	Certified true copies of all government approvals and certificates in relation to the
establishment of the Borrower.
	 
	3)	 	The Borrower has provided its internal authorization document (such as shareholders’
resolution, board resolution) approving (or authorizing others to approve) the facilities
hereunder and authorizing representative(s) to accept and sign the terms, conditions and
documents in connection with the facilities hereunder in strict compliance with its articles
of association and the PRC Company Law.
	 
	4)	 	In the event that the Bank’s making available any facility hereunder is subject to regulatory
approval or the completion of other procedures within the regulators, the acquisition of such
regulatory approval and the completion of such procedures with regulators.
	 
	5)	 	The appendix to the facility letter, which relates to the Lender’s storage and processing of
customer’s information shall form an integral part of the facility letter and be
binding on the Borrower.
	 
	6)	 	The Bank is satisfied that all the securities stated in the “Security” item above have been
established and are valid and enforceable. The execution of all other documents as required by
the Bank.





Other Conditions





	1)	 	All present and future borrowings of the Borrower shall rank pari-passu with this facility
and the Borrower undertakes to advise the Lender in advance of any additional borrowings.
	 
	2)	 	Audited yearly financial statements of the Borrower and the Guarantor to be prepared by
qualified accountants shall be provided to the Lender whenever available but in any event no
later than 120 days from the financial year-ends.
	 
	3)	 	Other financial or operational information of the Borrower as from time to time reasonably
requested by the Lender.
	 
	4)	 	We may, at our sole and absolute discretion, refuse to allow drawings under the facilities if
the transaction in question does not meet our operational requirements in respect of these
facilities.




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	Zastron Electronic (Shenzhen) Company Limited
	 	17 July 2006






Termination Event



The Borrower undertakes to notify the Lender on any change of its shareholder percentage and,
without prejudice to the generality of the Lender’s overriding right of suspension, withdrawal and
repayment on demand at any time, the Lender shall have the right to terminate and withdraw the
Facility if Zastron Precision-Tech Limited’s beneficial interest in the Borrower is reduced to
below 50%.




Expenses



Please note that all costs and legal expenses, including PRC Stamp Duty payable on each original of
the signed facility letter, incurred by us in connection with the granting of this facility and any
matters arising are to be reimbursed by you on demand.




Taxation and Deduction



All payment of principal, interest, fees and other expenses shall be made by your company clear and
free of taxes, levies, imposts, duties, charges and withholdings of any nature whatsoever.




Governing Laws



The Laws of the People’s Republic of China. The Borrower agrees to submit to the non-exclusive
jurisdiction of the PRC courts.



Please note that we would reserve our right to renegotiate any of the interest margins and fees
detailed herein in the event of any change occurring in any applicable law or regulation (or its
interpretation) or in PRC’s financial markets or the need to comply with any requirement of any
regulatory authority (whether or not having the force of law), which resulted in our opinion in a
reduction in the net return to us from the facilities outlined herein.



Unless expressed in writing from you to the contrary, we may provide any information relating to
any of your accounts with us and any facilities we may provide to you from time to time or their
conduct or any other information concerning your relationship with us to any other company or
office which at the relevant time belongs to or is part of the HSBC group.



If the effect of any, or a change in any, law or regulation is to increase the cost of advancing,
maintaining or funding these facilities or to reduce the effective return to us, we reserve the
right to require payment on demand of such amounts as we consider necessary to compensate us
therefore, provided that such additional charges shall only be effective upon prior advance notice being given
by the Bank to you.



Notwithstanding anything to the contrary contained herein, the Bank may at any time and its
absolute discretion without discharging in any way your liabilities hereunder and under the
security documents to vary the terms herein including but not limited to the rate of interest,
additional interest, commission overdue interest, and other charges herein stated; and the amount
or form of the facilities granted so as to convert the existing facilities or cancel one or more
facilities or create two or more from the facilities (provided always at the applicable rate of
interest) and such as variation etc, shall take effect upon prior advance notice being given by the
Bank to you.





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	Zastron Electronic (Shenzhen) Company Limited
	 	17 July 2006





Availability of the facilities is subject to all legal and security documentation having been
completed to the satisfaction of the Bank. If the security documentation could not be perfected for
any reason whatsoever within a period of 3 months from the date of acceptance of this Letter of
Offer, the Bank reserves the right at its absolute discretion to withdraw the facilities offered
without further reference to you.



These facilities will remain open for acceptance until the close of business on
10August2006 and if not accepted by that date will be deemed to have lapsed. This Facility
Letter shall, on becoming effective, replace and supersede the facility letter dated 4 November
2005 from us to you.



We shall be grateful if you could arrange for the authorised signatories of your company, in
accordance with the terms of the Board Resolution to be given to the bank, to sign and return to us
the duplicate copy of this letter together with the required documents to signify your continuing
understanding and acceptance of the terms and conditions under which these facilities are granted.



We are pleased to be of continued service.




Yours faithfully,

For and on behalf of

The Hongkong and Shanghai Banking Corporation Limited, Shenzhen Branch




Faye Zhou

Vice President Commercial Banking /ap




Bcc: HSBC SZN Credit Operation




	 	 	 	 	 
	 

	 	Accepted by	 	 
	 

	 	Zastron Electronic (Shenzhen) Company Limited.	 	 
	 
	 	 	 	 
	 

	 	 

(Authorised signature with chop)
	 	 






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	Zastron Electronic (Shenzhen) Company Limited
	 	17 July 2006






Appendix



To make you better understand the Bank’s policy in respect of its storage and processing of any
information supplied by the potential or actual customers and/or other related individuals and
entities, the Bank makes the following statements:





	(a)	 	in connection with any proposed or existing transaction between you and the Bank, the Bank
may request you to supply (or arrange to supply) the Bank with information relating to
yourself(ves), your directors, shareholders or other officers, as well as proposed or actual
guarantors or security providers (if any) (the “Information”);

	(b)	 	such Information may be used by the Bank for the purpose of conducting credit and other
checks on you, evaluating any proposed, existing or past transaction between you and the Bank,
formulating an offer for any such proposed or existing transaction or for any other purpose
relating to any such transaction, and/or for the purpose of promoting, improving and
furthering the provision of other financial services by the Bank and any other member of the
HSBC Group to you generally, and/or for any other purpose as in accordance with the Bank’s
general policy on disclosure of information as may be notified to you from time to time;

	(c)	 	such Information will be kept confidential but the Bank may provide such Information to any
of the following parties for the purposes set out above (without the need to giving any
further notice to the individuals to whom such Information relates ):

	(i)	 	any agent, contractor or third party service provider (whether situated within or outside the
People’s Republic of China) which provides administrative, telecommunications, computer,
payment, processing or other services to the Bank in connection with the operation of its
business;

	(ii)	 	credit reference agencies;

	(iii)	 	any person to whom the Bank is under an obligation to make disclosure under the requirements
of any applicable laws, regulations, rules or judicial process;

	(iv)	 	any actual or proposed participant or sub-participant of any proposed or existing transaction
between you and the Bank;

	(v)	 	any of the Bank’s officers and employees;

	(d)	 	you shall ensure that all the persons as referred to in (a) above, whose personal or other
data have been included in the Information provided to the Bank, have consented to the
provision of such data to the Bank for such purposes and for disclosure to such persons as
referred to in this letter;

	(e)	 	if you maintain an account/accounts with the Bank, you shall be further subject to any
provisions in those terms and conditions applicable to such account(s) on the Bank’s storage
and processing of the customers’ and other information. These account terms and conditions,
the provisions referred to in this letter as well as any other agreement between you and the
Bank relating to the Bank’s storage and processing of the customers’ and other information
shall supplement, rather than conflict with, each other;

	(f)	 	the Bank may retain any such Information for any time period as it considers necessary or
desirable (whether or not you have ceased to be a customer or potential customer of the Bank),
and all the provisions in this letter shall remain effective during the whole retention period
of such Information.




The above-mentioned explanation is to make you have a better knowledge of the Bank’s data
privacy policies in respect of the information of the customers and other related persons/entities.
In any event, the Bank will remain responsible for ensuring the confidentiality of such
information. The Bank appreciates that you have selected, or are interested in selecting, the
Bank’s service, and we commit to providing you with more and more quality banking products and
services.



Yours sincerely

The Hongkong and Shanghai Banking Corporation Limited




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