BANKINGFACILITIES: GO-GRO INDUSTRIES LTD.

 

 

Date: 20th September 2002

Our ref: C&IB/LC/TEAM3/BKE

 

CONFIDENTIAL

 

Go-Gro Industries Ltd.

6/F., Kenning Industrial Building

19 Wang Hoi Road

Kowloon Bay

Kowloon

 

Attn: Mr. Daniel Chan, President / Mr. Nicholas Li, Finance Director

 

Dear Sirs,

 

 

We are pleased to confirm that the Bank is willing to make available to your company (the “Company”) the following working capital facilities up to the amounts indicated.

 

 

 

 

 

 

The above Trade Finance Groups All, 1, 2 and 3 are complementary and the combined outstandings are not to exceed HKD46,000,000. For product availability, please see the attachment to this letter.

 

Prior evidence of insurance is required for all “free on board” and “cost and freight” shipments under import letters of credit.

 

Combined usance and loan period of any one transaction under import facilities is not to exceed 120 days.

 

Usance period of export facilities is not to exceed 120 days.

 

Negotiation of discrepant credit bills is financed on unsecured basis.

 

Export invoice discounting is allowed with 85% finance for up to 120 days against presentation of the Company’s certified copies of invoices subject to the Bank’s prior approval on drawee.

 

Bill of Lading or Airway Bill are required to be submitted to the Bank as supporting documents to invoice.

 

Packing credit is allowed with 70% advance against lodgement of valid export letters of credit for up to 90 days or the expiry date of the related letters of credit, whichever is earlier.

 

The Company and the Co-borrower mentioned under the Inter-availability clause below undertake not to accept any amendments to the master letters of credit without the prior written consent of the Bank.

 

 

For the issuance of bank guarantees against counter indemnities from the Company and the Co-borrower to secure utility services.

 

 

Interest will be charged at the Bank’s prevailing Visa Card rate.

 

 

The above facilities will also be available to Catalina Asia Ltd. formerly known as Go-Gro Ltd. (the “Co-borrower”), provided that the total outstandings of the Company and the Co-borrower are within the limit amount of each type of facilities. It is agreed that for any utilisation of the facilities by the Co-borrower there will not need to be any further reference to the Company.

 

 

Unless otherwise specified, interest on all sums advanced will be payable monthly in arrears at Prime or HIBOR, whichever is higher. “Prime” means the rate which we announce or apply from time to time as our prime rate for lending Hong Kong Dollars

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and “HIBOR” means the rate which we determine to be the Hong Kong Interbank Offered Rate for the relevant period.

 

Commissions will be charged at our standard rates unless otherwise stipulated. Credit bills negotiation for export bills will be discounted at our standard bills finance rate minus 2% per annum for Hong Kong Dollar bills and at our standard bills finance rates minus 0.5% per annum for foreign currency bills. Export bills will be discounted, import bills and packing credit will be financed at our standard bills finance rates. Export invoice discounting will be charged at our standard bills finance rates minus 0.75% per annum for Hong Kong Dollar bills and at our standard bills finance rates for United States Dollar bills.

 

A default rate of 8% per annum over Prime or HIBOR, whichever is higher, will apply to amounts not paid when due or in excess of agreed facility amounts. All past due bills shall bear interest at 4% per annum above the rates charged on your regular bills outstandings.

 

Letters of Credit Opening Commission & Commission in lieu of Exchange (import & export)
First USD50,000		1/4	%
Balance		1/32	%

 

You shall pay to the Bank an arrangement fee of HKD20,000, payable on the date on which the Bank’s offer of the above facilities are accepted by you as signified by your counter-singing of this letter. The arrangement fee is non-refundable in any event. A handling fee in an amount to be mutually agreed will be payable on each anniversary of the date of this letter if the facilities are continuing. The fees will be debited to your current account.

 

Whether or not the documentation for the above facilities is executed or the facilities are made available to you as contemplated following your acceptance of this letter, you shall forthwith on demand reimburse the Bank all out of pocket expenses (including but not limited to legal fees and disbursements) incurred by the Bank in connection with the facilities including, without limitation, the negotiation, preparation, execution and/or enforcement of this letter and the documentation referred to below.

 

 

The above facilities are subject to periodic review by the Bank at its discretion, and it is expressly agreed that they will at all times be available at the sole discretion of the Bank. Notwithstanding any other provisions contained in this letter or in any other document, the Bank will at all times have the right to require immediate payment and/or cash collateralisation of all or part of any sums actually or contingently owing to it, and the right to immediately terminate or suspend, in whole or in part, the facilities and all further utilisation of the facilities.

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The Company and the Co-borrower may not assign or transfer all or any of their rights, benefits or obligations under this letter (and any documentation or transactions to which this letter relates) without the Bank’s prior written consent.

 

The Bank may at any time assign or transfer to any one or more banks or other financial institutions all or any of its rights, benefits or obligations under this letter (and any documentation or transactions to which this letter relates) or change its lending office.

 

 

Before the above facilities may be used, the enclosed copy of this letter must be signed by the Company and the Co-borrower and returned to us together with certified copies of appropriate authorising board resolutions.

 

The following documentation are held/will also be required:

 

 

 

 

 

 

 

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The Company undertakes to the Bank that it will:

 

 

 

Each of the Company and the Co-borrower undertakes to the bank that it will:

 

 

 

 

By acceptance of this letter the Company and the Co-borrower give consent to the Bank to disclose details of their account relationship with the Bank (including credit balances and any security given for the facilities) to all or any of the following persons (whether in or outside Hong Kong): (i) its Head Office and any of its offices, branches, related companies or associates, (ii) any actual or proposed participant or sub-participant in, or assignee or novatee of the Bank’s rights in relation to their accounts, (iii) any agent, contractor or third party service provider which provides services of any kind to the Bank in connection with the operation of its business, (iv) any financial institution with which the Company and Co-borrower have or propose to have dealings to enable credit checks to be conducted on them, and (v) any person to whom the Bank is under an obligation to make disclosure under the requirements of any law binding on the Bank or any of its branches.

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Please sign the enclosed copy of this letter and return it to the Bank’s Credit Operations at 11th Floor, Standard Chartered Tower, 388 Kwun Tong Road, Kwun Tong, Kowloon, for the attention of Ms. Eros Hung, within one month after the date of this letter, after which this offer will lapse. When accepted, this letter will supersede any previous facility letter which the Bank has issued to the Company. This letter will be governed by Hong Kong SAR law.

 

We enclose a set of documents which should also be completed and returned to the Bank at the above mentioned address. If you have any queries regarding the completion of the required documents, please contact Ms. Eros Hung, whose telephone number is 2282-6396. With regard to queries on banking arrangements, you can contact our Senior Relationship Manager Ms. Angela Leung, whose telephone number is 2821-1812.

 

We are pleased to be of service to you and take this opportunity to thank you again for your custom.

 

Yours faithfully,

 

For and on behalf of STANDARD CHARTERED BANK

 

/s/ Ivy Lam                                                                                      

 

Ivy Lam

Senior Credit Documentation Manager

 

IYL/cnm

 

Agreed

For an on behalf of GO-GRO INDUSTRIES LTD.

 

/s/ Chan Wai Kuen                                                                         

 

Agreed

For and on behalf of CATALINA ASIA LTD.

 

/s/ Chan Wai Kuen                                                                         

 

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This attachment forms an integral part of our banking facility letter dated 20th September 2002.

 

You may use any product or aggregate of products in any one group up to the limit shown in the attached banking facility letter.

 

Trade Finance Group ALL

 

 

Trade Finance Group 1

 

 

 

Trade Finance Group 2

 

 

 

Trade Finance Group 3

 

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