Exhibit 4.21
[HANG SENG BANK LETTERHEAD]
Our Ref.: Commercial Banking - Relationship Management
Private & Confidential
Bonso Electronics Limited 8 April 2004
Unit 1106-1110 11/F
Star House
3 Salisbury Road
Tsimshatsui Kowloon
Attention: Mr. Anthony So
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Dear Sirs
BANKING FACILITIES
With reference to our recent discussions, we are pleased to advise that we have
reviewed your banking facilities and offer you the under mentioned revised
limits (the "Facilities") which will be made available subject to the terms and
conditions outlined herein and satisfactory completion of the security detailed
below:
Facilities and Limits
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For establishment of documentary letters of HK$48,000,000.00
credit (LC) for your account in favor
of third parties and covering import of goods
in the ways acceptable to us and/or
acceptance of bills drawn thereunder, and/or
for trust receipt facility (TR) relating to
goods imported and financed under
our documentary letters of credit established
for your account, and/or
for purchase of documentary export DIP bills (DP)
drawn on parties acceptable to
us, and/or
for extension of export trade loans (ETL) to
finance your export of goods as
evidenced (HK$10,000,000.00) by your sale
invoices and any other relevant
documents as required, of which
for overdraft facility (OD) on your current (HK$5,000,000.00)
account No. 259-229698-001.
The aggregate amount owing under LC, TR, DP, ETL
and 0D facilities shall not
exceed HK$48,000,000.00 at anyone time.
Bonso Electronics Limited
Negotiation of discrepant documents, secured or
unsecured by goods, presented under HK$15,000,000.00
export letters of credit issued by banks acceptable to
us.
For establishment of Stand-by Letters of Credit (SBLC) EUR$1,900,000.00
for your account in favor of third parties and
covering services and/or other performances in the ways
acceptable to us and/or acceptance of bills drawn thereunder.
Term Loan outstanding balance under AlC No. 272-826769. US$306,666.71
Term Loan. (For detailed terms and conditions HK$5,000,000.00
applicable to this facility, please refer
to Appendix 1 which also forms an integral part
of this letter.)
Security
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Unlimited Deed of Guarantee already executed by Bonso Electronics International
Inc. (the" Guarantor") in our favour.
Interest
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(i) Interest on financed bills/loans shall be charged at 2% per annum above
30/60/90/120 days LlBOR (London Interbank Offered Rate) for foreign currencies
transactions or at 2% per annum above 30/60/90/120 days HIBOR (Hong Kong
Interbank Offered Rate) for Hong Kong Dollar transactions, subject to market
availability, as shall be quoted by Hang Seng Bank Limited on the first day of
the relevant interest period. Interest on loans will be payable on monthly
basis.
(ii) Interest on the overdraft facility shall be charged at 0.5% per annum over
the Hong Kong Dollars Prime Lending Rate as quoted by us from time to time with
monthly rests and subject to fluctuation at our discretion.
Reimbursement of Payment under Stand-by Letter of Credit
- --------------------------------------------------------
You undertake to reimburse us immediately on demand all amounts of claims under
Stand-by letter of credit issued for your account. Any amount not reimbursed by
you to us shall bear interest at the rate stipulated in "Default Interest"
clause mentioned hereunder.
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Bonso Electronics Limited
Tenor
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Maximum loan tenor for import loans will be 120 days.
Fee
- ---
A non-refundable facility review fee of HK$30,000.00 shall be payable by you to
us upon acceptance of the Facilities and thereafter a review fee in such amount
as we may prescribe from time to time shall be payable upon each review of the
Facilities. We are authorised to debit the current account maintained by you
with us for the facility review fee upon receipt of your acceptance of the
Facilities as mentioned in this letter and in all subsequent reviews.
Default Interest
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Notwithstanding the provisions above for the charging of interest, all sums
(whether principal, interest, fees, charges or otherwise) due but unpaid in
respect of the Facilities shall bear interest at such rate from time to time
determined by us at our absolute discretion.
Set-off
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We may, at any time and without notice, apply and set-off any credit balance to
which you are entitled on any account with us or any other moneys owed by us to
you in or towards satisfaction of any obligations owing to us by you. For this
purpose, we are authorised to purchase, at our prevailing exchange rate, such
other currencies as may be necessary to effect such application with the moneys
standing to the credit of such account or to effect conversion of one currency
into another in any other manner.
Expenses
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All expenses, legal or otherwise, if any, in connection with the Facilities are
to be borne by you.
Taxes
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All payments of principal and interest on amounts due under the Facilities shall
be made free and clear of all present and future taxes, withholdings of any
nature whatsoever.
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Bonso Electronics Limited
Governing Law
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These Facilities are subject to the laws of Hong Kong Special Administrative
Region with non-exclusive jurisdiction of Hong Kong Special Administrative
Region Courts.
Others
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(i) You and the Guarantor shall provide us with certified copies of the annual
audited accounts within 6 months following the end of each financial year and
such other relevant financial information as we shall from time to time
reasonably request.
(ii) We may from time to time at our absolute discretion and without prior
notice to or consent from you, impose further charges and fees which may be
chargeable on facilities of the same type and change the terms of the existing
and future charges and fees, including the rate thereof.
Notwithstanding anything to the contrary hereinbefore contained, we shall not be
bound to grant any of the Facilities at all or beyond such sum as we may at our
sole discretion consider safe to the intent that we retain the absolute right to
withdraw, suspend and/or reduce from time to time the Facilities or any of them
and/or the extent of any of the Facilities for so long and to or in such amount
as we may at our sole discretion deem fit without prior notice to or consent
from you.
The Facilities are subject to our usual review annually and at any time as well
as our customary overriding right of repayment on demand and are subject to our
right to call for cash cover on demand for prospective and contingent
liabilities.
Kindly sign and return to us the duplicate of this letter together with the
attached "Extracts from the Minutes of a Meeting of the Board of Directors" to
indicate your acceptance of this credit facility arrangement by 8 May, 2004 and
if not accepted by that date, unless extended by us at our sole and absolute
discretion, will be deemed to have lapsed. All other security documentation
required, if any, under the Facilities must be executed to our complete
satisfaction within thirty days from the date of this letter, failing which the
Facilities are subject to withdrawal or revision at our absolute discretion.
Our Insurance Agency Department offers a full range of insurance services and
will be pleased to quote you competitive rates on fire, marine and other
coverages upon your request. Should you require further information, please feel
free to contact Mr. Yeung Tung, Manager, Marketing at 2198 4960.
Should you have any queries, please do not hesitate to contact our Miss Sarah
Lau at 21984103.
4.
Bonso Electronics Limited
We trust that you will make active use of the Facilities and are pleased to be
of continued assistance to you.
Yours faithfully
/S/
Donald Lam
Department Head, Relationship Management
Commercial Banking
/S/
Sarah Lau
Team Head, Relationship Management
Commercial Banking
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Bonso Electronics Limited
Appendix 1
This Appendix 1 refers to the Term Loan Facility (the "Facility") mentioned in
our facility letter dated 8 April 2004 (the "Facility Letter")and forms an
integral part thereof. All terms and conditions mentioned in this Appendix 1 are
in addition to and not in substitution of any terms and conditions mentioned in
the said facility letter.
Borrower :Bonso Electronics Limited
Lender :Hang Seng Bank Limited
Amount :HK$5,000,000.00
Draw downs may be made in Hong Kong
Dollar and/or United States Dollar
at Borrower's selection, subject to
availability as determined at the
sole discretion of the Lender.
Amounts drawn in one currency can
not switch to another.
Purpose :For acquisition of machinery for expansion
of production facilities.
Term/Final Maturity :3 years from the date of respective
drawdown.
Availability Period :Subject to satisfactory completion of all
required documentation, security and
fulfillment of all other conditions
precedent for drawdown as required by the
Lender. In any event, drawdoen must be made
on or before 28 February, 2005. Any undrawn
amount at the end of the Availability Period
shall be cancelled.
Drawdown :In Hong Kong Dollar
--------------------
On any business day (other than Saturday),
throughout the Term, the Borrower can
utilize the Facility by giving one business
day's prior written notice to the Lender.
Each drawdown should be in a minimum
amount of HK$500,000.00 and in
integral multiples of HK$100,000.00.
:In United States Dollar
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On any business day (other than Saturday),
throughout the Term, the Borrower can
utilize the Facility by giving two business
days' prior written notice to the Lender.
Each drawdown should be in a minimum
amount of US$100,000.00 and in integral
multiples of US$10,000.00.
For the purpose of calculating the
limit available for drawdown, all
United States Dollar advance(s)
shall be calculated as US$1.00 to
HK$7.80.
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Bonso Electronics Limited
Rate of Interest :In Hong Kong Dollar
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Interest shall be charged at 2.25%
per annum over 1 month HIBOR(Hong
Kong Interbank Offered Rate) as
quoted by the Lender (the "Interest
Rate") on the first day of each
interest period, subject to market
availability. Interest shall be
calculated on the basis of the
actual number of days elapsed and a
365-day year and shall be payable in
arrears on the last day of the
relevant interest period.
:In United States Dollar
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Interest shall be charged at 2.25%
per annum over 1 month LlBOR(London
Interbank Offered Rate) as quoted by
the Lender (the "Interest Rate") on
the first day of each interest
period, subject to market
availability. Interest shall be
calculated on the basis of the
actual numberof days elapsed and a
360-day year and shall be payable in
arrears on the last day of the
relevant interest period.
Interest Period :Interest Period shall be 30 days. Interest
and Payment shall be payable upon maturity of each
Interest Period and debited to your current
account no. 259-229698-001 maintained with
the Lender. No Interest Period shall
extend beyond the Final Maturity date.
Repayment :Each drawdown shall be repaid by 36
equal monthly installments
commencing 1 month after the date of
respective drawdown. All sums which
may become due to the Lender from
time to time in respect of the said
Facility (including but not limited
to principal and interest) are to be
debited to your current account no.
259-229698-001 maintained with the
Lender. Any amount repaid cannot be
re-borrowed. Repayment must be made
in same currency as drawdown.
Prepayment :Allowed in whole or in part on any
interest payment date and the
Borrower shall have given to the
Lender at least 7 business days'
prior written notice of any intended
prepayment in accordance with any
prepayment notice given. Amount
prepaid cannot be reborrowed and
shall be applied towards reduction
of the repayment installments in
inverse order of maturity.
Indemnity :The Borrower shall indemnify and hold
harmless the Lender (by payment on demand to
the Lender) from and against any and all
reasonable losses, costs, charges, expenses
(including legal expenses) and claims
incurred in relation to the Facility or as a
consequence of any default in payment of any
amount payable hereunder or in respect of
the Facility and/or default in complying
with or observing any other terms and
conditions of this facility letter and/or
the occurrence of any other event of default
and/or failure to make a drawing after
having given a notice of its intention to
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Bonso Electronics Limited
draw and/or making a prepayment
otherwise than on the expiry date of
the relevant interest period,
including (but without limitation)
all losses (including loss of
margin), premiums, fees, charges and
penalties incurred or to be
reasonably incurred up to the date
of prepayment in liquidating
deposits or funds prior to the
expiry of the relevant interest
period or in re-employing deposits
made by third parties or funds
acquired to effect or maintain the
loan under the Facility or any part
thereof until the date of actual
payment. The certificate of the
Lender setting out the computation
of, and basis for, any such losses,
costs, charges, expenses and claims
shall, in the absence of manifest
error, be binding on the Borrower.
Default Interest :If the Borrower fails to pay any sum on the
relevant due date for payment,
the Borrower shall pay interest on
such sum from the date of such
failure up to the date of actual
payment (as well after as before
judgment) at the rate of 3% above
the Interest Rate. So long as the
failure continues the relevant rate
of interest shall be recalculated on
the same basis thereafter and shall
be compounded at monthly intervals.
Documentation : (1) Acceptance of the facility Letter; and
(2) 'Undertaking for Repayment' for
the Facility and "Board Resolution"
in form and substance acceptable to
the Lender to be executed by the
Borrower.
- End of Appendix 1
8.
Bonso Electronics Limited
We trust that you will make active use of the Facilities and are pleased to be
of continued assistance to you.
Yours faithfully
/S/
Donald Lam
Department Head, Relationship Management
Commercial Banking
/S/
Sarah Lau
Team Head, Relationship Management
Commercial Banking
We confirm our acceptance of the
Facilities subject to the terms and
conditions set out in this letter
FOR AND ON BEHALF OF BONSO ELECTRONICS LTD.
/S/
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