exv4w56






Exhibit 4.56




To : HSBC Bank (China) Company Limited




GUARANTEE (Limited Amount)





	1.	 	Definitions






“Bank” means HSBC Bank (China) Company Limited or any person who is entitled at any future date
to exercise all or any of the
 Bank’s rights under this Guarantee;




“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 at any branch or office of the Bank and whether now or in
the future;




“Customer”
means all or any one or more persons whose names and addresses are specified in the
Schedule;




“Default Interest Rate” means the rate specified as such in the schedule;




“Default Interest” means interest to be collected by the Bank against the Guarantor in respect
of any overdue and unpaid amount hereunder at such rate as specified in the Schedule of Default Interest Rate, 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 Monies” means (i) all monies and liabilities in any currency whenever and however
incurred, whether with or without
the Guarantor’s knowledge or consent and owing by the Customer to the Bank at any branch or
office at any time, whether separately
or jointly with any other person, actually or contingently whether presently or in the future
in any capacity including as principal or as
surety; (ii) interest on such monies (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 or prohibits payment;
(iii) any amount due under the indemnity in Clauses 9 and 16.03 below; and (iv) all expenses
and fees incurred or charged by the
Bank in enforcing this Guarantee on a full indemnity basis;




“Guarantor” means all or any persons whose names and addresses are specified in the Schedule
together with their executors, administrators, successors and assigns;




“Maximum Liability” means (i) the Specified Sum; (ii) Default Interest on that suml and (iii)
expenses of the Bank in enforcing this
Guarantee on a full indemnity basis; where a liability for Guaranteed Monies 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;




“Process Agent” means the person, if any, whose name and Hong Kong address are specified in the
Schedule;




“Specified Sum” means the sum specified as such in the Schedule.




	2.	 	Interpretation






	 	16.01	 	Where there are two or more persons comprised in the expression “the Customer” the
Guaranteed Monies shall include all monies and liabilities due owing or incurred to the
Bank by such persons whether solely or jointly with one or more of the others or any
other person(s) and the expression “the Customer” will be construed accordingly.
	 
	 	16.02	 	Where the persons comprised in the expression “the Customer” are carrying on
business in partnership under a firm name or are trustees of a trust the Guaranteed
Monies (notwithstanding any change in the composition of that partnership) shall include
the monies and liabilities which shall at any time be due owing or incurred to the Bank
by the person(s) from time to time carrying on the partnership business under that name
or under any name in succession thereto and includes those due from all persons from time
to time being trustees of that trust and the expression “the Customer” shall be construed
accordingly.
	 
	 	16.03	 	Where there are two or more persons comprised in the expression “the Guarantor” the
oligations of each person as Guarantor under this Guarantee shall be joint and several.






	3.	 	Guarantee






	 	16.01	 	In consideration of the Banking Facilities, the Guarantor guarantees to pay the Guaranteed
Monies to the Bank on demand.
	 
	 	16.02	 	The liability of the Guarantor under this Guarantee shall not exceed the Maximum
Liability.
	 
	 	16.03	 	The Guarantor shall, subject to Clause 3.02, pay Default Interest (to the extent
that it is not paid by the Customer) on the Guaranteed Monies from the date of demand by
the Bank on the Guarantor until the Bank receives payment of the whole of the Guaranteed
Monies (both before and after any demand or judgment or any circumstances which restrict
payment by the Customer).





					
	 	 	 	 	 
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	 	16.04	 	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 Monies owing at
any time.
	 
	 	16.05	 	The Bank shall be entitled to retain this Guarantee and any security it has in
respect of the Guaranteed Monies until it is satisified that any repayment of the
Guaranteed Monies will not be avoided whether as a preference or otherwise.






	4.	 	Continuing and Additional Security






	 	16.01	 	This Guarantee is a continuing security and shall secure the whole of the
Guaranteed Monies until one calendar month after receipt by the Bank of notice in writing
by the Guarantor or a liquidator, receiver or personal representative of the Guarantor
(in the event of the death of the Guarantor) to terminate it. In the case of the
Guarantor’s death, this Guarantee shall remain bnding as a continuing guarantee on that
Guarantor’s heirs, executors, successors or administrators until the expiry of notice
given in accordance with this Clause. Nevertheless and despite the giving of such notice,
this Guarantee shall continue to apply to the Guaranteed Monies 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 Monies to the Bank on demand whether that
demand is made before, at the time of or after such termination.
	 
	 	16.02	 	Where there is more than one person comprised in the expression the “Guarantor”,
any notice under Clause 4.01 above may be given by any one of the persons comprising the
Guarantor. The Bank will treat any such notice as terminating that Guarantor’s liability
to the extent provided in Clause 4.01 without affecting or terminating the obligations
or liability of any other person comprising the Guarantor and this Guarantee shall
continue to bind those persons as a continuing guarantee.
	 
	 	16.03	 	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.
	 
	 	16.04	 	Where there is more than one person comprised in the expression “the Guarantor”,
if for any reason this Guarantee is not or ceases to eb binding on any Guarantor, it
shall subject to Clause 3.01 remain binding as a continuing security on the remaining
person(s) comprising the Guarantor.
	 
	 	16.05	 	The obligations of the Guarantor under this Guarantee shall not
be affected by any of the following:






	 	(i)	 	any part payment of the
Guaranteed Monies by the Customer or any other person;
	 
	 	(ii)	 	any change in the name or constitution of the Customer, the Guarantor or the Bank;
	 
	 	(iii)	 	any merger, amalgamation, reconstruction or reorganisation affecting the Customer,
the Guarantor or the Bank;
	 
	 	(iv)	 	the death, mental incapacity, bankruptcy, insolvency,
liquidation or administration of the Customer or the Guarantor; and
	 
	 	(v)	 	any other act,
omission, event or circumstance which but for this provision would discharge any
Guarantor from liability under this Guarantee.






	5.	 	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.





	6.	 	Payments






	 	16.01	 	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.
	 
	 	16.02	 	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. The Bank
shall not be liable to the Guarantor for any loss resulting from any fluctation in the
Exchange Rate.
	 
	 	16.03	 	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.
	 
	 	16.04	 	Any monies paid to the Bank in respect of the Guaranteed Moneys may be applied in
or towards satisfaction of the same in such manner as determined by the Bnank or placed
to the credit of such account (including a suspense or impersonal account) and for so
long as the Bank may determine pending the application from time to time of such monies
in or towards the discharge of the Guaranteed Monies.
	 
	 	16.05	 	If any monies paid to the Bank in respect of the Guaranteed Monies 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





			
	 	 	 
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     monies had not been paid.




	7.	 	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 Monies.
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 monies standing to the
credit of such account.




	8.	 	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 Monies.




	9.	 	Guarantor as Principal Debtor






As a separate obligation, the Guarantor shall be liable as a principal debtor including, but
not limited to, where any liability or obligation of the Customer for any of the Guaranteed
Monies is or becomes unlawful, irrecoverable, invalid or unenforceable for any reason
including by reason of any legal limitation, disability or incapacity or any other act,
omission or circumstances which, but for this provision, would discharge the Guarantor to any
extent. Any Guaranteed Monies which may not be recoverable from the Customer for any such
reason whatsoever shall be recoverable by the Bank from the Guarantor as principal debtor by
way of indemnity under this separate obligation, on demand, together with Default Interest
thereon in accordance with Clause 3.03 above.




	10.	 	Variation of Terms and Release of Security






The Bank may at any time and without affecting or discharging this Guarantee or the obligation of the Guarantor:




	 	16.01	 	extend, increase, renew, replace or otherwise vary any of the Banking Facilities;
	 
	 	16.02	 	vary, exchange, abstain from perfecting or release any other security or guarantee
held or to be held by the Bank as security for the Guaranteed Monies;
	 
	 	16.03	 	give time for payment or accept any composition from and make any arrangement with the
Customer or any other person;
	 
	 	16.04	 	release any Guarantor from that Guarantor’s obligation under this Guarantee or
otherwise and give any time for payment, accept any composition from or make any
arrangement with any Guarantor;
	 
	 	16.05	 	make demand under this Guarantee and enforce all or any of the Guarantor’s
obligation under this Guarantee without having enforced or sought to enforce any rights
or remedies which the Bank may have in respect of the Guaranteed Monies against the
Customer, any other surety or in relation to any other security; or
	 
	 	16.06	 	do or omit to do any thing which but for this provision would discharge any Guarantor from
liability under this Guarantee.






	11.	 	Guarantor as Trustee






	 	16.01	 	The Guarantor shall not, until the whole of the Guaranteed Monies have been
received by the Bank (and even though the Maximum Liability of the Guarantor may be
limited), exercise any right of subrogation, indemnity, set-off or counterclaim against
the Customer or any other Guarantor or person or any right to participate in any
security the Bank has in respect of the Guaranteed Monies or, unless required by the
Bank to do so, to prove in the bankruptcy or liquidation of the Customer or any other
Guarantor. The Guarantor shall hold any amount recovered, as a result of the exercise of
any of such right, on trust for the Bank and shall pay the same to the Bank immediately
on receipt.
	 
	 	16.02	 	The Guarantor has not taken any security from the Customer or any other Guarantor
and agrees not to do so until the Bank has received the whole of the Guaranteed Monies.
Any security taken by the Guarantor in breach of this provision shall be held in trust
for the Bank as security for the Guaranteed Monies and all monies at any time received
in respect thereof shall be paid to the Bank immediately on receipt.






	12.	 	Negligence in Realisation






This Guarantee shall not be affected as security for the Guaranteed Monies by any neglect by
the Bank, or by any agent or receiver appointed by the Bank, in connection with the
realisation of any other security (whether by way of mortgage guarantee or otherwise) which
the Bank may hold now, or at any time in the future, for the Guaranteed Monies.




	13.	 	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.




	14.	 	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.




	15.	 	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 if addressed to the Bank at its office specified in the Schedule or



			
	 	 	 
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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 if sent by post at the time it would, in the ordinary course
of post, be delivered, if sent by facsimile transmission or telex on the date of despatch,
and to the Bank on the day of actual receipt.




	16.	 	Debt Collection and Disclosure of Information






	 	16.01	 	The Bank may employ debt collecting agent(s) to collect any sum due under this Guarantee.
	 
	 	16.02	 	The Guarantor consents to the Bank, for such purposes as the Bank may consider
reasonably appropriate, disclosing and/or obtaining information about the Guarantor
(including details of all or any transactions or dealings between the Guarantor and the
Bank) and this Guarantee, both within and outside People’s Republic of China and its
Hong Kong Special Administrative Region, to or from (as the case may be):






	 	(i)	 	any agent, contractor or third party service provider which provides services to
the Bank in relation to the operation of
its business (including without limitation administrative, telecommunications,
computer, payment or processing services);
	 
	 	(ii)	 	credit reference agencies;
	 
	 	(iii)	 	any person to whom the Bank
proposes to sell, assign or transfer, or has dols, assigned or transferred, all or any of
its rights in relation to this Guarantee or the Banking Facilities;
	 
	 	(iv)	 	any company within the HSBC Group, being HSBC Holdings plc and its associated and subsidiary
companies from time to time or any of its or their agents; or
	 
	 	(v)	 	any other person, if required or
permitted by applicable laws, regulations, regulators’ or other authoritiess guidelines
or judicial process to do so.






	 	16.03	 	If any information disclosed by the Guarantor to the Bank includes information of
any third party, the Guarantor confirms and
warrants that it has obtained the consent of such third party to the provision of such
information to the Bank for such purposes
and for disclosure to such persons as referred to in Clause 16.02. The Guarantor agrees
to indemnify and hold the Bank
harmless from all costs, penalties, damages and other losses incurred as a result of the
Guarantor’s breach of this Clause
16.03.






	17.	 	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.




	18.	 	Governing Law and Jurisdiction






	 	16.01	 	This Guarantee is governed by and shall be construed in accordance with the laws
of the Hong Kong Special Administrative Region (“Hong Kong”).
	 
	 	16.02	 	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.






	19.	 	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.




	20.	 	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.




	21.	 	Headings






In this Guarantee the headings are for guidance only and shall not affect the meaning of any
clause.




	22.	 	Execution






IN WIRNESS whereof this Guarantee has been executed by the Guarantor as a deed on 7 July
2008



			
	 	 	 
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Schedule



Details of Customer



Name: Zastron Electronic (Shenzhen) Company Limited 



*Address: Gu Su Industrial Estate, Xixiang, Baoan, Shenzhen, PRC



Details of Guarantor



Name: Nam Tai Electronic & Electrical Products Limited



*Address: Units 5811-12, 58th Floor, The Center, 99 Queen’s Road Central, Hong Kong


Specified Sum (in relation to the definition of Maximum Liability)



Amount: USD5,000,000.00



Default
Interest Rate (in relation to the overdue and unpaid amount of
the Guarantors hereunder)



[the rate to be provided here can be different fromthat against the Borrower under the Facility
Offer Letter esp. when the
denominated currency of Maximum Liability is different from the of the guaranteed money.]



Address
of Bank’s Office (for the purpose of Clause 15 only)



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




Execution by Limited Company



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]

	 
	Full Name (in Block Letters)

	 	Full Name (in Block Letters)
	 
	John Quinto FARINA

	 	WONG
Kuen Ling

	 
	Address

	 	Address
	 
	Units
5811-12, 58th Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong

	 	Units 5811-12, 58th Floor, The Center,
99 Queen’s Road Central, Central, Hong Kong
	 
	Identification Document Type and Number

	 	Identification Document Type and Number
	 
	HKID No. R566342(2)

	 	HKID
No. E974846(A)







Witnessed by:




	 	 	 
	Signature of Witness

	 	Signature of Witness
	 
	Original Signed By Ms. Eve Leung

	 	Original
Signed By Ms. Eve Leung

	 
	Name

	 	Name
	 
	Leung Wai Fan

	 	Leung
Wai Fan

	 
	Address

	 	Address
	 
	Units
5811-12, 58th Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong


	 	Units 5811-12, 58th Floor, The Center,
99 Queen’s Road Central, Central, Hong Kong
	 
	Identification Document Type and Number

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

	 	HKID
No. G717749(5)







			
	 	 	 
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