exv4w12



 





Exhibit 4.12




To: The Hongkong and Shanghai Banking Corporation Limited




The Hong Kong Special Administrative Region




GUARANTEE BY LIMITED COMPANY (Limited Amount — Under Common/Corporate Seal)





	1.	 	Definitions
	 
	 	 	“Bank” means The Hongkong and Shanghai Banking Corporation Limited and its successors and
assigns;
	 
	 	 	“Banking Facilities” means such facilities as the Bank may make or continue to make
available to the Customer or to any other person at the request of the Customer;
	 
	 	 	“Customer” means the person whose name and address are specified in the Schedule;
	 
	 	 	“Default Interest” means interest at such rate as the Bank may specify, compounded monthly if
not paid on the dates specified by the Bank;
	 
	 	 	“Exchange Rate” means the rate for converting one currency into another currency which the
Bank determines to be prevailing in the relevant foreign exchange market at the relevant
time, such determination to be conclusive and binding on the Guarantor;
	 
	 	 	“Guaranteed Moneys” means (i) all moneys in any currency owing by the Customer to the Bank
at any time, actually or contingently, in any capacity, alone or jointly with any other
person, (ii) interest on such moneys (both before and after any demand or judgment), to the
date on which the Bank receives payment, at the rates payable by the Customer or which
would have been payable but for any circumstance which restricts payment and (iii) expenses
of the Bank in enforcing this Guarantee on a full indemnity basis;
	 
	 	 	“Guarantor” means the person whose name and address are specified in the Schedule;
	 
	 	 	“Maximum Liability” means the sum specified in the Schedule plus Default Interest on that
sum or part thereof (to the extent that it is not paid by the Guarantor on demand by the
Bank) and expenses of the Bank in enforcing this Guarantee on a full indemnity basis; where
a liability for Guaranteed Moneys is incurred in a currency different from the currency in
which the Maximum Liability is stated and the equivalent of that liability in the currency
in which the Maximum Liability is stated, calculated at the Exchange Rate, has increased
since it was incurred, that increase shall be added to the Maximum Liability;
	 
	 	 	“person” includes an individual, firm, company, corporation and an unincorporated body of
persons; and
	 
	 	 	“Process Agent” means the person, if any, whose name and Hong Kong address are specified in
the Schedule.
	 
	2.	 	Guarantee






	 	2.01	 	In consideration of the Banking Facilities, the Guarantor guarantees to pay the
Guaranteed Moneys to the Bank on demand.
	 
	 	2.02	 	The liability of the Guarantor shall not exceed the Maximum Liability.
	 
	 	2.03	 	The Guarantor shall pay Default Interest (to the extent that it is not paid by
the Customer) on the Guaranteed Moneys from the date of demand by the Bank on the
Guarantor until the Bank receives payment of the whole of the Guaranteed Moneys (both
before and after any demand or judgment or any circumstance which restricts payment by
the Customer).
	 
	 	2.04	 	A certificate of balance signed by any duly authorised officer of the Bank
shall be conclusive evidence against the Guarantor of the amount of the Guaranteed
Moneys owing at any time.
	 
	 	2.05	 	The Bank shall be entitled to retain this Guarantee and any security it has in
respect of the Guaranteed Moneys for such period as the Bank may certify to the
Guarantor to be appropriate in order to protect the interests of the Bank in respect
of the Guaranteed Moneys.






	3.	 	Continuing and Additional Security






	 	3.01	 	This Guarantee is a continuing security and shall secure the whole of the
Guaranteed Moneys until one calendar month after receipt by the Bank of notice in
writing by the Guarantor or a liquidator or receiver of the Guarantor to terminate it.
Nevertheless and despite the giving of such notice, this Guarantee shall continue to
apply to the Guaranteed Moneys in respect of which the Customer is or becomes actually
or contingently liable up to such termination and the Guarantor guarantees to pay such
Guaranteed Moneys to the Bank on demand whether that demand is made before, at the
time of or after such termination.
	 
	 	3.02	 	This Guarantee is in addition to, shall not be affected by and may be enforced
despite the existence of any other guarantee or
security held by the Bank.






	4.	 	Customer’s Accounts
	 
	 	 	The Bank may, at any time and despite the termination of this Guarantee, continue any
existing account and open any new account in the name of the Customer and no subsequent
transactions, receipts or payments involving such new accounts shall affect the liability of
the Guarantor.
	 
	5.	 	Payments






	 	5.01	 	Payments by the Guarantor shall be made to the Bank as specified by the Bank
without any set-off, counterclaim, withholding or condition of any kind except that, if
the Guarantor is compelled by law to make such withholding, the sum payable by the
Guarantor shall be increased so that the amount actually received by the Bank is the
amount it would have received if there had been no withholding.
	 
	 	5.02	 	Payment by the Guarantor to the Bank shall be in the currency of the relevant
liability or, if the Bank so agrees in writing, in a different currency, in which case
the conversion to that different currency shall be made at the Exchange Rate.
	 
	 	5.03	 	No payment to the Bank under this Guarantee pursuant to any judgment, court order
or otherwise shall discharge the obligation of the Guarantor in respect of which it was
made unless and until payment in full has been received in the currency in which it is
payable under this Guarantee and, to the extent that the amount of any such payment
shall, on actual conversion into such currency, at the Exchange Rate, fall short of the
amount of the obligation, expressed in that currency, the Guarantor shall be liable for
the shortfall.




 









 






	 	5.04	 	Any moneys paid to the Bank in respect of the Guaranteed Moneys may be applied in or
towards satisfaction of the same or placed to the credit of such account as the Bank may
determine with a view to preserving its rights to prove for the whole of the Guaranteed
Moneys.
	 
	 	5.05	 	If any moneys paid to the Bank in respect of the Guaranteed Moneys are required to be
repaid by virtue of any law relating to insolvency, bankruptcy or liquidation or for any
other reason, the Bank shall be entitled to enforce this Guarantee as if such moneys had
not been paid.






	6.	 	Set-off
	 
	 	 	The Bank may, at any time and without notice, apply any credit balance to which the Guarantor
is entitled on any account with the Bank in or towards satisfaction of the Guaranteed Moneys.
For this purpose, the Bank is authorised to purchase, at the Exchange Rate, such other
currencies as may be necessary to effect such application with the moneys standing to the
credit of such account.
	 
	7.	 	Lien
	 
	 	 	The Bank is authorised to exercise a lien over all property of the Guarantor coming into the
possession or control of the Bank, for custody or any other reason and whether or not in the
ordinary course of banking business, with power for the Bank to sell such property to satisfy
the Guaranteed Moneys.
	 
	8.	 	Guarantor as Principal Debtor
	 
	 	 	The liability of the Guarantor under this Guarantee shall not be discharged or otherwise
affected by reason of the Bank entering into any agreement or arrangement with the Customer or
any other person or by reason of any legal limitation, disability or incapacity or any other
act, omission or circumstance which, but for this provision, would discharge the Guarantor to
any extent. Any Guaranteed Moneys which may not be recoverable from the Customer for any such
reason shall be recoverable by the Bank from the Guarantor as principal debtor by way of
indemnity, on demand, together with Default Interest thereon in accordance with Clause 2.03.
	 
	9.	 	Guarantor as Trustee






	 	9.01	 	The Guarantor shall not, until the whole of the Guaranteed Moneys have been
received by the Bank, exercise its rights of subrogation, indemnity, set-off or
counterclaim against the Customer or its rights to participate in any security the Bank
has in respect of the Guaranteed Moneys or, unless required by the Bank to do so, to
prove in the bankruptcy or liquidation of the Customer. The Guarantor shall hold any
amount recovered, as a result of the exercise of any of such rights, on trust for the
Bank and shall pay the same to the Bank immediately on receipt.
	 
	 	9.02	 	The Guarantor has not taken any security from the Customer and agrees not to do
so until the Bank has received the whole of the Guaranteed Moneys. Any security taken
by the Guarantor in breach of this provision shall be held in trust for the Bank as
security for the Guaranteed Moneys and all moneys at any time received in respect
thereof shall be paid to the Bank immediately on receipt.






	10.	 	No Waiver
	 
	 	 	No act or omission by the Bank pursuant to this Guarantee shall affect its rights, powers and
remedies hereunder or any further or other exercise of such rights, powers or remedies.
	 
	11.	 	Consent
	 
	 	 	The Guarantor agrees that the Bank may, for such purposes as the Bank may consider reasonably
appropriate, disclose and/or obtain information concerning the Guarantor (including details of
and relating to all or any transactions or dealings between the Guarantor and the Bank) to or
from:






	 	(a)	 	any agent, contractor or third party service provider (whether situated within or
outside Hong Kong) which provides administrative, telecommunications, computer, payment,
processing or other services to the Bank in connection with the operation of its business;
	 
	 	(b)	 	credit reference agencies;
	 
	 	(c)	 	any person to whom the Bank is under an obligation to make disclosure under the
requirements of any applicable laws, regulations or judicial process; and
	 
	 	(d)	 	any actual or proposed participant or sub-participant of the Banking Facilities (or any part
thereof).






	 	 	In the event that such information includes the personal or other data of any third party or
individual, the Guarantor confirms and warrants that it has obtained the consent of such third
party or individual to the provision of such data to the Bank for such purposes and for
disclosure to such persons as referred to in this Clause. The Guarantor will indemnify and hold
the Bank harmless from all costs, penalties, damages and other losses incurred as the result of
any breach of the terms of this Clause.
	 
	12.	 	Assignment
	 
	 	 	The Guarantor may not assign or transfer any of its rights or obligations hereunder. The Bank
may assign any of its rights hereunder to a person in whose favour it has made an assignment of
all or any of the Banking Facilities.
	 
	13.	 	Communications
	 
	 	 	Any notice, demand or other communication under this Guarantee shall be in writing addressed to
the Guarantor at its registered office address or at the last address registered with the Bank
and addressed to the Bank at its office specified in the Schedule or such other address as the
Bank may notify to the Guarantor for this purpose and may be delivered personally, by leaving
it at such address, by post, facsimile transmission or telex and shall be deemed to have been
delivered to the Guarantor at the time of personal delivery or on leaving it at such address or
on the second day following the day of posting or on the day of despatch, if sent by facsimile
transmission or telex, and to the Bank on the day of actual receipt.
	 
	14.	 	Severability
	 
	 	 	Each of the provisions of this Guarantee is severable and distinct from the others and, if one
or more of such provisions is or becomes illegal, invalid or unenforceable, the remaining
provisions shall not be affected in any way.





GUARANTEE BY LIMITED COMPANY (Limited Amount — Under Common/Corporate Seal)





 










 







	15.	 	Governing law and Jurisdiction






	 	15.01	 	This Guarantee is governed by and shall be construed in accordance with the laws of the Hong
Kong Special Administrative Region (“Hong Kong”).
	 
	 	15.02	 	The Guarantor submits to the non-exclusive jurisdiction of the Hong Kong courts but this
Guarantee may be enforced in the courts of any competent jurisdiction.






	16.	 	Governing Version
	 
	 	 	This Guarantee is executed in an English version or a Chinese version. The English version is the
governing version and shall prevail whenever there is any discrepancy between the English version
and the Chinese version.
	 
	17.	 	Process Agent
	 
	 	 	If a Process Agent is specified in the Schedule, service of any legal process on the Process Agent
shall constitute service on the Guarantor.
	 
	18.	 	Execution
	 
	 	 	This Guarantee has been entered into by the Guarantor under its common or corporate seal, whichever
may be affixed below, on 21 July 2006.





Schedule



Address of Bank’s Office (for the purpose of clause 13 only)



8/F, China
Resources Building, 5001 Shennan East Road, Luohu, Shenzhen, P. R. C.

the Hong Kong Special Administrative Region




Details
of Customer




	 	 	 
	Name

	 	*Address
	   Zastron Electronic (Shenzhen) Company

   Limited 

	 	






Details
of Guarantor




	 	 	 
	Name

	 	*Address (Corresponding Address)
	Nam Tai Electronics, Inc.

	 	Suites 1506-1508, 15th Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong





Specified
Sum in Respect of Maximum Liability



USD15,000,000.-



Details of Process Agent




	 	 	 	 	 
	Name

	 	*Address	 	 
	 
	 	 	 	 
	 

	 	 	 	, the Hong Kong Special Administrative Region





Executed
under the Seal of the Guarantor in the presence of the following Director(s) and/or Secretary:




	 	 	 	 	 
	Signature of Director/Secretary

	 	Signature of Director/Secretary	 	 
	

	 	
	 	(SEAL)
	Name: Koo Ming Kown

	 	Name: Lei Lai Fong, Patinda

	 	 
	Office:
Director



	 	Office: CEO & CFO	 	 
	Identification Document Passport No. BC214397

	 	Identification Document	 	 
	Type
and Number: (Canadian)

	 	Type and Number: HKID No. G185467(3)	 	 






Witnessed
by:



	 	 	 
	Signature of Witness

	 	Signature of Wintness
	

	 	
	Name: Leung Wai Fan, Eve

	 	Name: Leung Wai Fan, Eve


	Office: Corporate Secretary



	 	Office: Corporate Secretary
	Identification Document Type and Number

	 	Identification Document Type and Number
	  HKID No.G717749(5)

	 	HKID No. G717749(5)






P.O. Box is not acceptable.




GUARANTEE
BY LIMITED COMPANY (Limited Amount — Under Common/Corporate Seal)