CONFIDENTIAL
 
 
  
 BANKING FACILITIES (S/N: 100916)
 Notwithstanding anything to the contrary in this facility letter,
this facility is subject to our overriding right of suspension, withdrawal and repayment on demand
at any time, including the right to call for cash cover security on demand for prospective and
contingent liabilities and also subject to review at any time, and in any event, by 31 July 2011 or
such later date as determined by the Lender at its sole discretion.
 Borrower
    
    :
    
    Zastron Electronic (Shenzhen) Company Limited(GRAPHIC)Lender
    
    :
    
    HSBC Bank (China) Company Limited, Shenzhen BranchFacility/Amount
    
    :
    
    For avoidance of doubt, each and all the facilities set out
below are of the revolving nature, i.e. any utilised but repaid amount under any such
facility is available for re-utilisation, subject to the terms and conditions of this
Facility Letter.Import Facilities up to USD5,000,000.-

Documentary Credit to your suppliers and Import Loan Facilities for up to
90 days, less any usance / credit periods granted by your
suppliers / approved
beneficiaries.
 HSBC Bank (China) Company Limited
 
 Incorporated in the Peoples Republic of China with limited liability(GRAPHIC)
    
    Page(GRAPHIC) /




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Within which
Goods under your control and/or Trust Receipts up to USD5,000,000.-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.Facility(ies) will only be made available subject to
availability of funding.Purpose
    
    :
    
    To finance the Borrowers working capital requirementThe Borrower shall apply the loan proceeds for the purpose as set
out above and shall comply with the requirements of the relevant PRC
laws and regulations. The Borrower shall not apply the loan proceeds
for any other purpose, including but not limited to, applying the
loan proceeds for equity investments, applying the loan proceeds for
speculation in the stock market, the futures market, the real estate
market or other similar market speculation, or applying the loan
proceeds in other prohibited investment or business areas or
purposes.Term
    
    :
    
    The Term here refers to the term during which this facility is
available for drawing. The Term of this facility is up to (and
including) 31 July 2011, subject to review and renewal at the
Lenders sole discretion and as unilaterally advised by the Lender
from time to time.
 Market Disruption/Increased
Costs :
    
    Without prejudice to our overriding right of suspension, withdrawal
and repayment on demand, we would reserve our right to renegotiate
any of the interest margins, fees and the applicable period of PBOC
base rate detailed herein (in case there is any Loan denominated in
RMB) 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/governmental authority (whether or not having the force
of law), which resulted, in our opinion, in an increase of the cost
of advancing, maintaining or funding any facilities, a change on the
basis to calculate the interest margins, deviation from the RMB
interest rate regime permitted by PRC laws or regulations (or its
interpretation), and/or a reduction in the net return to us from the
facilities outlined herein. Before the renegotiated interest
margins, fees or applicable base rate is agreed, the Bank has the
sole discretion to charge the Borrower the revised interest and fees
with a notice to the Borrower. However, if such change in applicable
laws and regulations or the requirements of relevant
regulatory/governmental authorities have retrospective effect, the
Customer shall indemnify the Bank against the increase of cost
and/or the reduction in the net return suffered by the Bank in
respect of relevant period affected by such retrospective effect
within 5 Business
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Days upon receipt of written notice from the Bank. The Banks written notice
setting out its claim for such indemnity shall be the conclusive evidence
for the indemnity amount payable to the Bank by the Customer, unless the
Banks claim conflicts with relevant laws, regulations,
regulatory/governmental requirements in the PRC.
 Interest/Commission   
              :
    
    Import Loans
The Applicable Interest Rate for Import Facility hereunder shall be a margin
to be agreed by both parties in writing on the loan drawdown date above the
Singapore Interbank Money Market Offer Rate (SIBOR) / London Interbank
Money Market Offer Rate (LIBOR) /Hongkong Interbank Money Market Offer
Rate (HIBOR) of Foreign Currency for 1, 2 or 3 months or any other
interest period as may be determined by the Lender, and such Applicable
Interest Rate agreed by both parties for each drawdown shall be specified in
a separate written confirmation. The interest shall be payable at the end of
each interest period.LIBOR: LIBOR shall be determined as the United States Dollar interest rates
quoted on the Reuters Screen page LIBOR as of 11:00 a.m. (London Time),
two London business days prior to the first day of each Interest Period.SIBOR: SIBOR shall be determined as the United States Dollar interest rates
quoted on the Reuters Screen page SIBOR= as of 11:30 a.m. (Singapore
Time), two Singapore business days prior to the first day of each Interest
Period.HIBOR: HIBOR shall be determined as the United States Dollar interest rates
quoted on the Reuters Screen page HIBOR= as of 11:30 a.m. (Hong Kong
Time), two Hong Kong business days prior to the first day of each Interest
Period.ALL the above provisions shall not be read as excluding both parties
entering into any agreement in writing on any other applicable interest
rates and/or other interest rate modification mechanism in respect of all or
any part of the above mentioned facilities in whatever currencies. Such
otherwise agreed Applicable Interest Rate shall be specified in the relevant
drawdown request of the Borrower.Documentary Credits opening commission

For each validity of 90 days or part thereof to be charged as below with
minimum charge of USD24.- and payable in full at the time of issuance of all
Documentary Credits:
 
    
    For DC amount below USD100,000.- or its equivalent: 0.10%
    
    For DC amount between USD100,000.- (USD100,000.- inclusive) and USD250,000.- or its equivalent: 0.08%
    
    For DC amount between USD250,000.- (USD250,000.- inclusive) and USD400,000.- or its equivalent: 0.06%
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
    
    For DC amount above USD400,000.- (USD250,000.- inclusive): 0.04%Export Documentary Credits/Non- Documentary Credits Bill
Handling Commission
    
    First USD75,000.- (USD75,000.- inclusive) or equivalent: 0.125%
    
    Between USD75,000.- and USD300,000.- (USD300,000.- inclusive): 0.0625%
    
    Balance in excess of USD300,000.-: 0.03125%
    
    Minimum amount: USD35.-.Commission in lieu of
exchange

Waived
 Default
Interest
    
    :
    
    Please note Default Interest will be payable on sums which are
overdue or overlimit (as well as amounts demanded and not paid) or
(in respect of loan amount) used for purposes other than the
purpose of loan stated in this letter in respect of all or any of the facility and
such interest will be charged by the Lender as follows:Foreign Currency Facilities

Default Interest Rate shall be 3% per annum over the Applicable
Interest Rate for respective foreign currency facilities, subject
to fluctuation at the Lenders discretion.For avoidance of doubt, the impost of Default Interest as
mentioned above shall not be deemed as the Lenders
acknowledgement or acceptance of any such default event as
mentioned above and shall be without prejudice to any rights of
the Lender as described in the first paragraph of this facility
letter.Prepayment
    
    :
    
    With the Lenders prior approval (which will not be withheld, provided
that the Lender is satisfied that the funds utilized are generated
from Borrowers internal resources out of cash flow rather than
from external refinancing), during an interest period the total
amount of a drawing may, with 5 working days advance notice to the
Lender, be repaid subject to the usual penalties (i.e. Break
Funding Cost: the differential between the
return the Lender would have received had the loan run to maturity
and the return the Lender is able to obtain by the placing of the
funds repaid for the remainder of the period in the market). Each
prepayment should be in a minimum of USD400,000.- (or, if the
relevant drawing is made in any other currency, the equivalent
amount in such other currency) and in an integral multiple of
USD200,000.- (or, if the relevant drawing is made in any other
currency, the equivalent amount in such other currency).Security
    
    :
    
    As security, we require to hold:A Corporate Guarantee for RMB40,000,000.- from Nam Tai Electronic
(Shenzhen) Co Ltd (the Guarantor).
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Without prejudice to our overriding right of suspension, withdrawal and
repayment on demand at any time, including the right to call for cash cover
security on demand for prospective and contingent liabilities, if as a matter
of fact or in the opinion of the Bank, the value of the security provided by
the Borrower or other security provider for the facilities hereunder has
depreciated, the Bank has the right to ask the Borrower to provide additional
security in form and substance satisfactory to the Bank.The term security referred to herein include both tangible security and
guarantee by a third party. The depreciation of security value includes, but
is not limited to, decrease of the absolute value of the collateral due to
drop in market price, adverse change in the guarantors credit standing, and
depreciation of the guaranteed credit limit or any form of cash cover security
or evaluated value of the collateral when converted into the currency in which
the facility hereunder is denominated as a result of fluctuation of foreign
exchange rate.
 Conditions Precedent         
:
    
    
    
    
    1
    )
    
    The Borrower shall present to the Lender 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 shall
be submitted to the Lender.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 (or
equivalent or similar law if the Borrower is a foreign entity).4
    )
    
    In the event that the Lenders making available any
facility hereunder is subject to regulatory approval or the completion of
other procedures with the regulator(s), the acquisition of such
regulatory approval and the completion of such procedures with
regulator(s).5
    )
    
    The Lender is satisfied that all the security(ies)
stated in the Security item above (if any) has/have been established
and is/are valid and enforceable. The security providers internal
authorization document (such as shareholders resolution, board
resolution) approving (or authorizing others to approve) the provision of
the Security and authorizing representative(s) to accept and sign the
terms, conditions and documents in connection with the Security in
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strict compliance with its articles of association and the PRC Company Law (or
equivalent or similar law if the security provider is a foreign entity)
has been duly made and submitted to the Lender.
 Undertaking / Covenants
    
    :
    
    You/the Guarantor will be required for so long as this facility is
available to you to comply with the following covenants/undertakings.
Your/the Guarantors compliance or otherwise with the following covenant(s)/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/the Guarantor is in breach of any such covenants/undertakings.
 1
    )
    
    The Borrower agrees that all borrowers
undertakings set out in Article 21 of the Interim Measures on Regulation
of Working Capital Loans issued by China Banking Regulatory Commission
on 12 February 2010 apply to this facility letter;2
    )
    
    The Borrower shall open an operating account with
the Lender or shall upon request provide to the Lender evidence showing
its fund flow situation if those operating accounts are opened with a
bank other than the Lender.3
    )
    
    The Borrower shall promptly inform the Lender of
any of the Borrowers connected transactions which amounts to in
aggregate over 10% of its net assets with the details to the
satisfaction of the Lender.
 Other
Conditions
    
    :
    
    
    1
    )
    
    Without prejudice to any security or other priority right to which
the Lender is entitled (if any), this facility shall rank at least
pari-passu with all present and future borrowings of the Borrower. The Borrower
undertakes to advise the Lender in advance of any future borrowings.2
    )
    
    The Borrower should not create or attempt to
create or permit to subsist any mortgage, debenture, charge, pledge,
lien or other encumbrance upon, or permit any lien or other encumbrance
(save a lien arising by operation of law in the ordinary course of
trading) on the whole or any part of present or future assets of the
Borrower without Lenders prior written consent.3
    )
    
    Half-yearly and 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 90 days and
120 days from the financial
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half-year-ends and year-ends respectively.4
    )
    
    Other financial or operational information of the
Borrower as from time to time reasonably requested by the Lender.
 Expenses
    
    :
    
    All out-of-pocket expenses including but not limited to the PRC stamp duty and the
legal fees in relation to the preparation, negotiation, execution and enforcement of
this facility shall be borne by the Borrower.Taxation and
Deduction
    
    :
    
    All payments of principal, interest, fees and other expenses shall be
made by the Borrower free and clear of taxes, levies, imposts, duties,
charges or withholding of whatsoever nature.Assignment
    
    :
    
    Without prejudice to any right of assignment enjoyed by the Lender pursuant to law or any
contract, the Lender may, without any partys consent, assign any and/or all of its rights and
obligations hereunder to any HSBC Group member(s) that are/is more than 50% owned or controlled by
HSBC Group or any of the Lenders branch(es) (if any).Governing Law
    
    :
    
    This letter shall be governed by and construed in accordance with the laws of the Peoples
Republic of China.Jurisdiction
    
    :
    
    The Borrower submits to the non-exclusive jurisdiction of the PRC court at the principal office of
the Lender. Nothing in this Clause limits the right of the Lender to bring proceedings against the
Borrower in connection with this facility in any other court of any competent jurisdiction.
 Section 83 of the HK Banking Ordinance and (ii) the CBRC Administration Rules on the
Connected Transactions of Commercial Banks with Insiders and Shareholders (the CBRC Rules on
Connected Transactions):
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For and on behalf of
HSBC Bank (China) Company Limited
Shenzhen Branch
    
    Accepted by
Zastron Electronic (Shenzhen) Company 
Limited(GRAPHIC)
    (SEAL)/s/ Frank Chau

Frank Chau
Vice President Commercial Banking
    
    /s/ Illegible
Authorised
Signature(s) &
Company Chop
Date: 17 Nov 2010/s/ Dick Wong

Dick Wong
Regional Manager
Southern & Western China
Commercial Banking
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