Exhibit 10.12


	
 


	
Date: 14 May 2007


	
 


	
Our ref: P/HIHI4/00413/07


	
 


	
Atlantic Components Limited


	
B24-27, 1st Floor, Block B


	
Proficient Industrial Centre


	
6 Wang Kwun Road


	
Kowloon Bay


	
Kowloon





Dear Sirs,


Banking
Facilities: Atlantic Components Limited
(“Borrower”)


          We,
DBS Bank (Hong Kong) Limited (“Bank”), refer to our letter dated 27 December
2006 together with the “Terms and
Conditions Governing Banking Facilities and Services” attached therein setting out the facilities made available to you
(collectively called “the Existing Facility Letter”). 


          We
are pleased to confirm that all the terms and conditions under the Existing
Facility Letter shall remain
unchanged except the following variation until further notice:


FACILITY LIMITS:


The following facilities with facility limit(s) listed below
will be made available to you in addition to the facilities mentioned under the above heading of the Existing
Facility Letter subject to the compliance
of the terms and conditions stipulated in the Existing Facility Letter and
those stated herein.


	
 

	
 

	
 


	
Type(s) of
 Facility

	
Facility
 Limit(s)


	


	


	



	
10.

	
Instalment Loan (III)

	
HKD6,380,000.- 





PRICING AND CONDITIONS:


	
 

	
 


	
Installment Loan

	
Purpose: to settle the Installment Loan outstanding
 under loan No 7901750960 of Systematic
 Information Limited with the Bank.


	
 

	
 


	
 

	
Interest: 2.5% per annum below
 Prime Rate on the outstanding amount from
 drawdown until repayment in full, as conclusively calculated by the
 Bank.


	
 

	
 


	
 

	
Repayment: Principal together with accrued interest will
be repayable by 197 equal monthly installments (except final payment which shall be the then outstanding
balance and accrued interest). At
the Bank’s discretion and without prior
notice, the amount and/or the number of monthly installments may be varied if the interest rate
changes. The first installment
shall be paid one month after the date of advance of the loan and the subsequent installments shall be paid on the
corresponding day of each succeeding month until the loan and all accrued interest are repaid in full. 








	
 

	
 

	
 

	
 


	
 

	
DBS Bank (Hong Kong) Limited

	
 

	
Tel
 852 221 8 8598 


	
 

	
Enterprise Banking

	
 

	
Fax
 852 2285 3628


	
 

	
16th Floor, The Center

	
 

	
www.dbs.com


	
 

	
99 Queen’s Road Central

	
 

	
 


	
 

	
Central, Hong Kong

	
 

	
 














	
 

	
 


	
Atlantic
Components Limited 

	
Our Ref: P/HIHI4/00413/07 


	


	









	
 

	
 

	
 


	
 

	
Note: The actual number of instalments may be
 adjusted at the Bank’s discretion
 up to the remaining loan tenor of existing Loan No. 7901750960 of
 Systematic Information Limited with the Bank.


	
 

	
 


	
 

	
Prepayment:


	
 

	
 


	
 

	
•

	
one month prior written notice.
 


	
 

	
 


	
 

	
•

	
if full prepayment is not on an
 installment due date, interest
 shall be calculated and payable up to upcoming
 installment due date.


	
 

	
 


	
 

	
 •

	
Prepayment Fee. A fee will
 apply for a prepayment during the stipulated period after drawdown:


	
 

	
 


	
 

	
 

	
Fee on Full Prepayment


	
 

	
 


	
 

	
 

	
Within 1st year: 1% of amount
 prepaid


	
 

	
 


	
 

	
 

	
Fee on Partial Prepayment


	
 

	
 


	
 

	
 

	
Within 1st year: 1% of amount
 prepaid





SECURITY AND CONDITIONS PRECEDENT:


Item (4) under the above heading
of the Existing Facility Letter, detail shown below, will be released:


	
 

	
 


	
4.

	
All monies Second Legal
 Charge/Mortgage over the property at S.S. 155 of S.A. of Lot No. 1945 in D.D. 7, Hong Lok Yuen, Tai Po, New Territories and an
assignment of
 insurance policy in respect of the above property duly executed by and
 in the name of Systematic Information Limited.





An additional documentation
itemised as (14) under the above heading of the Existing Facility Letter, in form and substance satisfactory to the Bank is
required:


	
 

	
 


	
14.

	
All monies First Legal
 Charge/Mortgage over the property at House No 76, 5th Street, Sub-Section
 155 of Section A of Lot No. 1945 in D.D. 7, Hong Lok Yuen, Tai Po, New Territories and an assignment of
 insurance policy in respect of the above property duly executed by and in the name of the Borrower.





A handling fee of HKD2,000.- will be
payable upon our receipt of your acceptance of this Letter.


          Please
signify your understanding and acceptance of this supplemental facility letter
by signing and returning to us the
duplicate copy of this letter with supporting resolutions for the attention of Mr Jimmy Ng (“Designated Relationship
Manager”), within one month from the date of this letter, otherwise the offer
in this letter will lapse at the discretion of the Bank.


          We
enclose a set of documents which should also be completed and returned to the
Bank. If you have any queries, please
contact our Designated Relationship Manager whose telephone number is 2218-4834.


2








	
 

	
 


	
Atlantic
Components Limited 

	
Our Ref: P/HIHI4/00413/07


	


	






          We
are pleased to be of service to you.


	
 

	
 


	
Signed
 for and on behalf of


	
DBS Bank (Hong Kong) Limited


	
by:


	
 

	
 


	


	
 


	


	
 


	
Authorised
 Signature

	
 


	
 

	
 


	
FN/mh

	
 


	
Encl.

	
 





We understand that this supplemental facility letter forms an integral part of the Existing Facility
Letter, and we hereby confirm our understanding and acceptance of all the terms and conditions set
out in this supplemental facility letter and our agreement to be bound by them.


	
 

	
 


	
Signed for and on behalf of


	
Atlantic Components Limited


	
 

	
 


	


	
 


	



	
                Authorized
Signature(s) 


	
 

	
 


	
Signature of Witness:

	
 


	
 


	
 

	
 


	



	
Name of Witness:


	
Hong Kong Identification /
 Passport No:





3