exv4w55







Exhibit 4.55




CONFIDENTIAL




Zastron Electronic (Shenzhen) Company Limited









Gusu Industrial Estate,

Xixiang, Baoan

Shenzhen, P.R.C




	 	 	 
	
Attn: Mr. John Farina / Ms. Connie Sit

	 	7 July 2008






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.




	 	 	 
	Borrower:

	 	Zastron 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.
	 
	 	 
	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 require to hold:
	 
	 	 
	 

	 	A Corporate Guarantee for USD5,000,000.- from Nam Tai Electronic &
Electrical Products Limited (“the Guarantor”) supported by a board
resolution. This Corporate Guarantee will replace the existing one for
USD10,000,000.- from Nam Tai Electronic & Electrical Products Limited.
	 
	 	 
	 

	 	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 7 August 2008 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.




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	Yours faithfully,
	 	 
	For and on behalf of

	 	Accepted by
	HSBC Bank (China) Company Limited

	 	Zastron Electronic (Shenzhen) Company Limited
	Shenzhen Branch

	 	

	 
	 	 
	[Signed]

	 	[Original Signed by Patinda Lei]
	 
	 	 
	 

	 	 
	Faye Zhou

	 	Authorized Signature(s)&
	Vice President

	 	Company Chop
	Commercial Banking

	 	Date:
	 
	 	 
	Mc/lx
	 	 
	 
	 	 
	[Signed]
	 	 
	 
	 	 
	 


	 	 
	Barry Yiu
	 	 
	Senior Vice President
	 	 
	Commercial Banking
	 	 







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