Exhibit 10.13
Agreement with Shanghai Commercial Bank Ltd.
dated February 7, 2006
SHANGHAI COMMERCIAL BANK LTD.
(INCORPORATED IN HONG KONG)
FAX NO : (852) 28104623
12 QUEEN'S ROAD CENTRAL TEL NO : (852) 28415415
HONG KONG TELEX NO : 73390, 73650
SWIFT ADD : "SCBK HK HH XXX"
WEB SITE : WWW.SHACOMBANK.COM.HK
CONFIDENTIAL
Our Reference: CC03/328/0600845
February 7, 2006
Dr Johnny Ng
Chairman
Titanium Technology Ltd
4/F, BOCG Insurance Tower
134-136 Des Voeux Road Central
Hong Kong
Der Dr Ng,
RE: BANKING FACILITIES
As discussed, we are pleased to offer the revised banking facilities
("Facilities") as described in this letter ("Facility Letter") to you subject to
the provisions herein contained, the Terms and Conditions and the Appendix
hereto. Please note that the Appendix forms an integral part of this Facility
Letter and the terms and expressions used herein are as defined and construed in
the Appendix.
DESCRIPTION OF FACILITIES FEATURES
O/D TO BE INCREASED FROM o Interest on O/D is to be charged at
HK$1,000,000 TO HK$2,000,000 ON 1.5% p.a. over Prime or 2% p.a. over
CHECKING ACCOUNT NO. 328-82- the overnight HIBOR, whichever is
43553-8 UNDER ABF BORROWING higher. At current Prime of 8% p.a.,
FORMULA AS DEFINED HEREIN the effective interest rate is 9.5%
p.a.
o The ABF Borrowing Formula is
calculated as 60% of the amount of
your eligible account receivables
defined hereinafter or HK$2,000,000,
whichever is lower, and is to be
determined and approved by us at our
discretion. The availability of O/D is
to be reviewed and adjusted by us
monthly at our discretion without
further notice.
o You shall deposit payments of account
receivables from your debtors into
your account with us.
o Determination of the eligible account
receivables and the availability of
O/D are subject to additional terms
and conditions as follows:
Page 1 of 4
SHANGHAI COMMERCIAL BANK LTD
(INCORPORATED IN HONG KONG)
Titanium Technology Ltd.
(i) Maximum credit term for your
debtors must not exceed 90 days
from the invoice date.
(ii) Account receivables due from your
group company(s) or related
company(s) will not be considered
as eligible.
(iii) Duplicated financing on any of
your account receivables and in
whatever ways is prohibited.
(iv) The portion of account
receivables due from any single
debtor exceeding 40% of the total
amount of your account
receivables will not be
considered as eligible account
receivables.
(v) If the amount of past due
accounts receivable exceeded 40%
of your total outstanding account
receivables, all of your account
receivables will not be
considered as eligible, and O/D
will become immediately
unavailable.
(vi) Satisfactory credit report(s)
must be obtained on your
debtor(s) having more than
HK$500,000 of outstanding
balance, and 20% concentration
into your total account
receivables. Otherwise, accounts
receivable of this type will not
be considered as eligible.
L/G NOT TO EXCEED HK$200,000 o L/G(s) up to HK$200,000 is issued in
favour of The Government of HKSAR
against cash deposit with us for an
amount not less than 50% of L/G(s)
value. If no claim is presented to us
under the L/G within its validity, the
said cash deposit will be released to
you by crediting your Checking Account
with us upon the full discharge of our
liability under the L/G otherwise only
the balance thereof will be released
to you after deducting claims
thereunder presented to us.
CORPORATE CREDIT CARD(S) o Terms and conditions governing your
HAVING A REVOLVING CREDIT rights and obligations in the use of)
LIMITE OF HK$30,000 credit card(s) are stipulated in the
relative credit card application
form(s) and the Credit Card Cardholder
Agreement.
SECURITIES : 1. An existing all monies debenture incorporating a floating
charge on all of your undertaking and all other property
and assets, whatsoever and wheresoever, both present and
future, and including your uncalled capital and account
receivables;
2. A life policy of Dr Ng Kit Chong for HK$2,000,000
issued by Hong Kong Life Insurance Ltd denoting our
interest as the Assignee;
Page 2 of 4
SHANGHAI COMMERCIAL BANK LTD
(INCORPORATED IN HONG KONG)
Titanium Technology Ltd.
3. An all monies continuing guarantee given by Dr Ng Kit
Chong, Mr Tang Wai Hung and Mr Cheung Kin Kwong jointly and
severally for HK$1,000,000 in our favour;
4. An existing all monies continuing guarantee given by Dr Ng
Kit Chong, Mr Tang Wai Hung and Mr Cheung Kin Kwong jointly
and severally for HK$1,000,000 in our favour.
For avoidance of doubts, the total joint and several
liability of Dr Ng Kit Chong, Mr Tang Wai Hung and Mr
Cheung Kin Kwong each under the captioned guarantees is
HK$2,000,000.
(Collectively, the "Security Documents")
FACILITY FEE : An annual fee for HK$7,500 will be debited from your Checking
Account.
L/G COMMISSION: A charge of 0.75% p.a. on the L/G amount will be debited from
your Checking Account upon issuance of L/G and each anniversary
date.
UNDERTAKING : 1. You shall deliver to us monthly (or at agreed intervals) a
compliance certificate, an aging report, a list of account
receivables identifying the amount of each receivable and
the respective debtor in a form acceptable to us, and any
other documents as may from time to time be requested by
us. These documents are to be submitted to us not later
than 15 days from each month end.
2. You shall keep all necessary and proper accounts of your
dealings in relation to the account receivables and copies
of all contracts relating to them.
PLEASE INDICATE YOUR ACCEPTANCE OF THE FACILITIES BY SIGNING AND
RETURNING THE ENCLOSED DUPLICATE OF THIS LETTER WITHIN 14 DAYS HEREOF, AFTER
WHICH THE OFFER IN THIS LETTER WILL LAPSE. THIS LETTER SHALL SUPERSEDE OUR
PREVIOUS LETTERS DATED JULY 18, 2005 AND JUNE 7, 2005.
We also enclose a set of documents which should be completed and
returned to us. If you have any queries regarding the completion of the required
documents or this letter, please do not hesitate to contact Mr Ricky Cheung,
Relationship Manager at 28415318 or Mr Alex Ng, Senior Relationship Officer at
28415547.
Page 3 of 4
SHANGHAI COMMERCIAL BANK LTD
(INCORPORATED IN HONG KONG)
Titanium Technology Ltd.
We offer an array of wealth management and insurance products to meet
your corporate and personal needs. Your designated officer will be glad to
introduce our professional staff to you for tailoring the most suitable
insurance and investment plan at your choice so you can secure yourselves with
various types of protection and grow your wealth continuously.
Yours sincerely,
For and on behalf of
Shanghai Commercial Bank Ltd
/s/ Cheung Yung-yin /s/ Tam Chung-ming
CHEUNG Yung-yin (A-246) TAM Chung-ming (A-201)
Authorized Signatures
WE AGREE TO ACCEPT THE FACILITIES AND BE I AGREE TO BE BOUND BY THE ABOVE TERMS
BOUND BY ALL THE TERMS AND CONDITIONS AS THE GUARANTOR.
AS THE BORROWER AND CHARGOR.
For and on behalf of
TITANIUM TECHNOLOGY LIMITED
/s/ Ng Kit Chong /s/ Tang Wai Hung /s/ Ng Kit Chong
- --------------------------------------------- ----------------------------------------
Authorized Signature(s) Guarantor: Ng Kit Chong
Borrower and Titanium Technology Ltd Date:
Chargor:
Date:
I AGREE TO BE BOUND BY THE ABOVE TERMS I AGREE TO BE BOUND BY THE ABOVE TERMS
AS THE GUARANTOR. AS THE GUARANTOR.
/s/ Cheung Kin Kwong /s/ Tang Wai Hung
- --------------------------------------------- -----------------------------------------
Guarantor: Cheung Kit Kwong Guarantor: Tang Wai Hung
Date: Date:
Page 4 of 4