exv4w21



 





Exhibit 4.21




OUR REF: AOC-CMB-SZN (FZ) (070529).AP




CONFIDENTIAL {PRIVATE}






Jetup Electronic (Shenzhen) Company Limited

Sanyidui Industrial Zone,

Zhoushi Road, Jiuwei Village,

Xixiang Town, Bao’an District,

Shenzhen, P.R.C




Attn: Mr. John Farina/ Mr. Vincent Hoe




7 June 2007




Dear Sirs,




Banking Facilities

Customer No. 002-025328



With reference to our recent discussion, we are pleased to advise that we have reviewed your
banking facility and offer a renewal within the following revised limit which will be made
available on the specific terms and conditions outlined herein and upon the satisfactory completion
of security detailed below. Notwithstanding anything to the contrary in this facility letter, this
facility is also subject to our overriding right of suspension, withdrawal and repayment on demand
at any time, and to review at any time, and in any event, by 31 May 2008.




Borrower:




 ( “Jetup Electronic (Shenzhen) Company Limited.” )




Lender:




HSBC Bank (China) Company Limited Shenzhen Branch




 









 





			
	Jetup Electronic (Shenzhen) Company Limited
	 	7June2007
	 







Facility /Amount:




	 	 	 	 	 
	 	 	New	 	Previously
	 
	 	 	 	 
	Tranche I Import Facilities

	 	HKD70,000,000.-
	 	HKD100,000,000.-
	 
	 	 	 	 
	Documentary Credits to your Suppliers and
Import Loan Facilities in either HKD or
Foreign Currency (USD or JPY equiv.) for up to
120 days, less any usance / Credit periods
granted by your suppliers.
	 	 	 	 
	 
	 	 	 	 
	within which

	 	 	 	 
	 
	 	 	 	 
	Goods under your control and/or Trust Receipts.

	 	(HKD70,000,000.-)
	 	(HKD100,000,000.-)
	 
	 	 	 	 
	Tranche II 3 Year HKD Loan (or USD equiv.)

	 	HKD40,000,000.-
	 	Nil






Tenor (Tranche II):



3 years calculated from the respective loan drawdown date.




Repayment (Tranche II):



By quarterly equal instalments starting 3 months calculated from the respective drawdown date.




Interest (Tranche I & Tranche II):



To be charged at 0.55% per annum over 1, 2 or 3 month Hong Kong/Singapore/London Interbank Money
Market Offer Rate (“HIBOR” / “SIBOR”/ “LIBOR”) and payable in arrears.




Utilisation of the HKD (USD) Loan facilities is subject to the following conditions:





	1)	 	2 working days advance notice of drawdown is to be given to us.
	 
	2)	 	Each drawdown to be for a minimum amount of HKD1,000,000.- (or its equivalent), and in
multiples of HKD500,000.- (or its equivalent).





Commission:



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




	 	 	 	 	 	 	 	 	 
	 	 	New	 	Previous
	For DC amount below USD100k or its equivalent
	 	 	0.10	%	 	 	0.12	%
	For DC amount between USD100k (USD100k inclusive) and USD250k or
its equivalent
	 	 	0.08	%	 	 	0.10	%
	For DC amount between USD250k (USD250k inclusive) and USD400k or
its equivalent
	 	 	0.06	%	 	 	0.08	%
	For DC amount above USD400k (USD400k inclusive) or its equivalent
	 	 	0.04	%	 	 	0.06	%






 









 






			
	Jetup Electronic (Shenzhen) Company Limited
	 	7June2007
	 







Default Interest:




Please note that 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 hereunder.



Overdue or overlimit sums: Default interest is charged at the stipulated interest rate marked up by
3%.



Loan amount used for purposes other than stated in this letter: Default interest is charged at the
stipulated interest rate marked up by 5%.



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. 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 HKD5,000,000.- (or, if the
relevant drawing is made in any other currency, the equivalent amount in such other currency) and
in an integral multiple of HKD1,000,000.- (or, if the relevant drawing is made in any other
currency, the equivalent amount in such other currency).



Security:




As security, we continue to hold the Corporate Guarantee for HKD100,000,000.- dated 1 Dec 2005 from
J.I.C. Technology Company Limited together with a certified copy of Board Resolution dated 1 Dec
2005 and supporting Legal Opinion dated 9Jan2006.



For the revised facility, we shall require Corporate Guarantee from J.I.C. Technology Company
Limited for a revised amount of HKD110,000,000.-, to be supported by board resolution. Existing
Corporate Guarantee dated 1 Dec 2005 shall be returned to you upon the receipt of the new one.



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 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.



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;




 









 











			
	Jetup Electronic (Shenzhen) Company Limited
	 	7June2007
	 








	(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)	 	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 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.






	6)	 	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.





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.




 









 











			
	Jetup Electronic (Shenzhen) Company Limited
	 	7June2007
	 








	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)	 	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.






	4)	 	Other financial or operational information of the Borrower as from time to time reasonably
requested by the Lender.






	5)	 	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.





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 J.I.C. Technology Company Limited’s beneficial interest in the Borrower is reduced to
below 50%.



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 sub-branch(es) (if any).



Governing Laws:




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 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.



 









 





			
	Jetup Electronic (Shenzhen) Company Limited
	 	7June2007
	 







(i) 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”):



Please note that Section 83 of the Banking Ordinance and the CBRC Rules on Connected Transactions
have imposed on us as a bank certain limitations on advances to persons related to our directors or
employees or advances that are of the “connected transaction” nature. In acknowledging this
Facility Letter you should advise us whether you are in any way related to any of our directors or
employees within the meaning of Section 83 or otherwise are a “connected party” defined in the CBRC
Rules on Connected Transactions and in the absence of such advice we will assume that you are not
so related. We would also ask, should you become so related subsequent to acknowledging this
Facility Letter, that you immediately advise us in writing.



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.



The facility offer will remain open for acceptance until the close of business on 07July2007 and if
not accepted by that date will be deemed to have lapsed (unless otherwise agreed by us in writing).



We shall be grateful if you could arrange for the authorized signatory(ies) of your company in
accordance with the terms of the shareholders’ resolution or board resolution (as the case may be)
to be given to us, to sign and return to us the duplicate copy of this letter to signify your
understanding and acceptance of the terms and conditions under which the facility is granted.



We are pleased to be of continued assistance.



For and on behalf of

HSBC Bank (China) Company Limited, Shenzhen Branch



	 	 	 	 	 	 	 
	 

Faye Zhou

	 	 
	 	 

Sunny Poon
	 	 
	Vice President

	 	 	 	Senior Vice President & Division Head	 	 
	Commercial Banking

	 	 	 	Commercial Banking	 	 
	/ap
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bcc: HSBC SZN Credit Operation
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	For and on behalf of	 	 
	 

	 	 	 	Jetup Electronic (Shenzhen) Company Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

(Authorized signature and chop)	 	 






 









 






			
	Jetup Electronic (Shenzhen) Company Limited
	 	7June2007
	 







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

HSBC Bank (China) Company Limited Shenzhen Branch