exv4w59






Exhibit 4.59




CONFIDENTIAL




Namtai Electronic (Shenzhen) Company Limited









Gusu Industrial Estate,

Xixiang, Baoan

Shenzhen, P.R.C




11 Aug 2008



Attn: Mr. John Farina / Ms. Connie Sit




Dear Sir/Madam,




Ref:
BANKING FACILITIES (S/N: 080530)



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 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, including the right to call for cash cover security on demand for prospective and contingent
liabilities and to review at any time, and in any event, by 30 May 2009, or such later date as
determined by the Lender at its sole discretion.




	 	 	 	 	 
	Borrower:

	 	 
	 	Namtai Electronic (Shenzhen) Company Limited
	 
	 	 	 	 
	 

	 	 	 	
	 
	 	 	 	 
	Lender:

	 	 
	 	HSBC Bank (China) Company Limited,

 Shenzhen Branch
	 
	 	 	 	 
	Facility/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 in
either USD or Foreign Currency (HKD or JPY) for up to 90 days, less
any usance / credit periods granted by your suppliers.
	 
	 

	 	 	 	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 requirement
	 
	 	 	 	 
	 

	 	 	 	The 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.
	 
	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)
30 May 2009, subject to annual 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 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.






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	Commission/Interest:	 	Import Facility Interest Rate
	 

	 	 	 	Interest on import loans will be charged at 0.55% over 1, 2 or 3 months
Hongkong/Singapore/London Interbank Money Market Offer Rate, payable on
the due date of each drawing to the debit of your account.
	 
	 	 	 	 
	 

	 	 	 	Documentary Credits opening commission for each validity of 90 Days
or part thereof to be charged as below with minimum charge of USD24.00 and
payable in full at the time of issuance of all Documentary Credits.






	 	 	 	 	 
	Documentary Credits Amount	 	 	Commission
	For
Documentary Credits amount below USD100,000.- or its
equivalent
	 	 	0.10	%
	For Documentary Credits amount between USD100,000.-
(USD100,000.- inclusive) and USD250,000.- or its equivalent
	 	 	0.08	%
	For Documentary Credits amount between USD250,000.-
(USD250,000.- inclusive) and USD400,000.- or its equivalent
	 	 	0.06	%
	For
Documentary Credits amount above USD400,000.- (USD400,000.-
inclusive) or its equivalent
	 	 	0.04	%






	 	 	 
	 

	 	Export Documentary Credits / Non- Documentary Credits Bill Handling Commission:






	 	 	 
	Export Documentary Credits / Non- Documentary Credits Bill
	 	Commission
	First USD75,000.- (inclusive) or equivalent
	 	0.125%
	Between USD75,000.- and USD300,000.- (inclusive) or its
equivalent
	 	0.0625%
	Balance in excess of USD300,000.-
	 	0.03125%






	 	 	 	 	 
	 

	 	 	 	Commission in lieu of exchange: Waived
	 
	Default
Interest:

	 	 
	 	Please note that interest will be payable on sums which are overdue 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 3 % p.a. over
the stipulated interest rate of this facility, subject to fluctuation at
the lender’s discretion.






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	 	 	 	Loan amount used for purposes other than stated in this letter: Default
interest is charged at 5 % p.a. over the stipulated interest rate of this
facility, 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. 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 continue to hold:
	 
	 	 	 	 
	 

	 	 	 	A Corporate Guarantee for USD5,000,000.- from Nam Tai Electronic &
Electrical Products Limited (“the Guarantor”) supported by a board
resolution.
	 
	 	 	 	 
	 

	 	 	 	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;
	 
	 	 	 	 
	 

	 	(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;






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	 	(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






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	 	 	 	 	 	a foreign entity) has been duly made and submitted to 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
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 sub-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.






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	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.





(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 30 October 2008
and if not accepted by that date will be deemed to have lapsed (unless otherwise agreed by us in
writing).



This
letter cancels and supersedes our previous letter dated 07 Jul 2008.



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.




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We are pleased to be of continued assistance.




	 	 	 	 	 
	Yours faithfully,
	 	 	 	 
	For and on behalf of

	 	Accepted by	 	 
	HSBC Bank (China) Company Limited

	 	Namtai Electronic (Shenzhen) Company Limited	 	 
	Shenzhen Branch
	 	


	 	 
	 
	 	 	 	 
	[Signed]

	 	[Original Signed by
Ms. Karene Wong & Mr. Hu Shu Zhou]	 	 
	 

	 		 	 
	 


	 	 

	 	 
	Faye Zhou

	 	Authorized Signature(s)&	 	 
	Vice President

	 	Company Chop	 	 
	Commercial Banking

	 	Date:	 	 
	 
	 	 	 	 
	[Signed]
	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	Barry Yiu
	 	 	 	 
	Senior Vice President
	 	 	 	 
	Commercial Banking
	 	 	 	 






Mc/lx





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