exv4w49



 





Exhibit
4.49




(HK-law-governed Version)




To : HSBC Bank (China) Company Limited Shenzhen Branch




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





	1.	 	Definitions
	 
	 	 	“Bank” means HSBC Bank (China) Company Limited Shenzhen Branch 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





     In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed
Moneys to the Bank on demand.



     The liability of the Guarantor shall not exceed the Maximum Liability.



     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).



     A certificate of balance signed by any duly authorized officer of the Bank shall be conclusive
evidence against the Guarantor of the amount of the Guaranteed Moneys owing at any time.



     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






     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.



     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.





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	5.	 	Payments





     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.



     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.



     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.



     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.



     If any moneys paid to the Bank in respect of the Guaranteed Moneys are require dto be repaid
by vitue 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 authorized 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 authorized 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





     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 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.



     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 his Guarantee shall affect its rights, powers and
remedies hereunder or any further or other exercise of such rights, powers or remedies.
	 
	11.	 	Consent





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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 its has made an assignment of
all or any of the Banking Facilities.



     Without prejudice to the foregoing and any right of assignment enjoyed by the Bank under any
applicable law or any other documents, the Bank may, without the Guarantor’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 to any branch or sub-branch of the Bank.




	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 any 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 dispatch, 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.
	 
	15.	 	Governing Law and Jurisdiction





     The Guarantee is governed by and shall be construed in accordance with the laws of the Hong
Kong Special Administrative Region (“Hong Kong”).



     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 and/or a Chinese version. In case both
versions are executed, 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 corporate seal,
whichever may be affixed below, on

31 Dec 2007





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     Schedule



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


8/F, China Resources Building, No. 5001, Shennan Road East, Luohu District, Shenzhen




Details of Customer




	 	 	 
	Name

	 	*Address
	 
	 	 
	Jetup Electronic (Shenzhen) Co., Ltd.

	 	Sanyidui Industrial Zone, Zhoushi
Road, Jiuwei Village,
	 
	 	 
	 

	 	Xixiang, Baoan, Shenzben, PRC






Details of Guarantor




	 	 	 
	Name

	 	*Address
	 
	 	 
	Nam Tai Electronic & Electrical Products Limited

	 	Suites 1506-1508, 15th Floor, One Exchange Square, 8
	 
	 	 
	 

	 	Connaught Place, Central, Hong Kong






Specified Sum in Respect of Maximum Liability *




HK$110,000,000.- plus interest, fees and expenses.




Details of Process Agent




	 	 	 
	Name

	 	*Address






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
	 
	 	 
	Original Signed By Mr. John Farina

	 	Original Signed By Ms. WONG Kuen Ling
	 
	 	 
	Name

	 	Name
	 
	 	 
	John Farina

	 	WONG Kuen Ling
	 
	 	 
	Office

	 	Office
	 
	 	 
	Director

	 	Director
	 
	 	 
	Identification Document Type and Number

	 	Identification Document Type and Number
	 
	 	 
	Canadian Passport No. JP568587

	 	H.K.I.D. No. E974846(A)
	 
	 	 
	Witnessed by:
	 	 
	 
	 	 
	Signature of Witness

	 	Signature of Witness
	 
	 	 
	Original Signed By Mr. WONG Long Kee

	 	Original Signed By Mr. WONG Long Kee
	 
	 	 
	Name

	 	Name
	 
	 	 
	WONG Long Kee

	 	WONG Long Kee
	 
	 	 
	Office

	 	Office
	 
	 	 
	Company Secretary

	 	Company Secretary
	 
	 	 
	Identification Document Type and Number

	 	Identification Document Type and Number
	 
	 	 
	H.K.I.D. No. K003729(A)

	 	H.K.I.D. No. K003729(A)








 




			
	*	 	P O Box is not acceptable
	 
	*	 	Please inset below the principal amount of the Banking Facilities.






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