Attention to:(REF: CB/010/019)

(a)

the applicable Screen Rate; or

(b)

if no Screen Rate is available for USD for the Interest Period of that Loan, the arithmetic mean of the rates (rounded upwards to four decimal places) as quoted by leading banks in the London interbank market to the Bank at its request,

(a)  

the SBLC in form and substance acceptable to the Bank has been issued in favour of the Bank;

(b)  

the Lender shall have received a duly executed and completed Drawdown Notice at least two (2) Business Days (a Business Day means a day on which banks are open for business in Singapore and PRC and, if on that day a payment is to be made under this Letter of Offer, in New York City, excluding Saturday, Sunday and public holiday) before the proposed Drawdown Date or such later time as may be agreed by the Lender;

(c)  

the proposed Drawdown Date is a Business Day falling within the Availability Period; and

(d)  

the aggregate amount to be drawdown as specified in all Drawdown Notice(s) must not exceed the Facility Amount.

(a).  

The Borrower indemnifies to the Bank in full for any break funding cost incurred by Bank as a result of such prepayment if the date of such prepayment is not on the last date of the Interest Period applicable to the Drawing that is prepaid;

(b).  

The Borrower gives to the Bank three (3) Business Days prior notice of such intended prepayment specifying the proposed prepayment date and the prepayment amount.

 

(b)

free and clear of and (except to the extent required by law) without deduction or withholding on account of any Taxes; and

 

(c)

without deduction or withholding (except to the extent required by law) on account of any other amount whatsoever,

 

whether by set-off, counterclaim or otherwise.

(1)  

(a)  

the Borrower shall, immediately on demand by the Bank, indemnify the Bank against and pay to the Bank the amount of any increased cost which the Bank reasonably determines is incurred by the Bank as a result of any introduction of or change in or any change in the interpretation or application of any law or regulation (including any removal or modification of any exemption currently relating to Taxation, reserve assets, special deposits, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control) or compliance by the Bank with any regulation of any agency (including a regulation which affects the manner in which the Lender allocates capital resources to its obligations under this Letter of Offer). So long as the circumstances giving rise to such increased cost continue, the Borrower may, after giving the Ba nk not less than thirty (30) days’ prior written notice, prepay the whole (but not only part) of the Loan without any penalty or premium, and upon the giving of such notice the Facility shall be cancelled.

(b)  

In this Letter of Offer, "increased cost" means:

(i)  

any additional cost incurred by the Bank as a result of the Bank entering into, performing, maintaining or funding its obligations under this Letter of Offer including making, maintaining or funding each Drawing, the Loan or any overdue sum; or

(ii)  

a reduction in any amount payable to the Bank, or in the effective return to the Bank under this Letter of Offer; or

(iii)  

any foregoing on the part of the Bank of any payment made or to be made by the Bank or any interest or other return calculated by reference to any amount received or receivable by the Bank from the Borrower under this Letter of Offer.

 

(c)

For purposes of this Clause (Increased Costs), the Bank shall be entitled to claim indemnification not only for a cost, reduction, payment or foregone interest or other return which is directly attributable to this Letter of Offer, the Facility, the Loan or any overdue sum, but also that proportion of any cost, reduction, payment or foregone interest or other return which the Bank reasonably determines to be fairly allocable to any this Letter of Offer, the Facility, the Loan or any overdue sum.

(2)  

(a)  

arising by the operation of Clause (Taxes) above and which have been indemnified by the Borrower to the satisfaction of the Bank; or

(b)  

attributable to the introduction of or any change in the rate of tax on the overall net income or profits of the Bank.

(3)  

(4)  

(5)  

 

(a)

by reason of circumstances affecting the London Inter-bank market generally, reasonable and adequate means do not or will not exist for ascertaining under Clause (rate of applicable interest) to such Drawing, the Loan or any part of it; or

 

(b)

deposits in USD are not in the ordinary course of business available in the London Inter-bank market for a period equal to the forthcoming Interest Period in amounts sufficient to fund such Drawing or the Loan;

 

(i)

the Drawing shall not be made while such circumstances continue to exist and, at the Borrower’s irrevocable election (by notice to the Bank), the Facility may be cancelled;

(ii)  

unless within thirty (30) days of the giving of the notice, the Borrower and the Bank agree, by negotiation in good faith, an alternative basis acceptable to the Borrower and the Lender for continuing the Loan (and any alternative basis agreed in writing shall apply retroactively from and be effective from the commencement of the relevant Interest Period), the Borrower shall prepay without penalty to the Lender the Loan within ten (10) Business  Days after the end of such thirty (30) days period together with accrued interest and all amounts payable under this Letter of Offer, save that the accrued interest shall be payable to the Bank at a rate equal to the Margin plus the amounts determined by the Bank, and notified to the Borrower, as being the cost to the Bank of continuing the Loan during such thirty (30) days period and ten (10) Busine ss Days period referred to in this paragraph; and

while any agreed alternative basis is in force, the Bank shall periodically (but at least monthly) determine whether circumstances are such that the basis is no longer necessary; and if the Bank so determines, it shall forthwith notify the Borrower and that basis shall cease to be effective on a date specified by the Bank.

(1)  

(a)  

The Borrower is duly incorporated and validly existing under the laws of United States of America.

(b)  

The Borrower has the power and authority to own its assets and carry on business as it is being conducted.

(2)  

(3)  

(4)  

(a)  

violate or exceed any borrowing or other power or restriction granted or imposed by any law, regulation or order;

(b)  

breach its constitutional documents (where applicable); or

(c)  

breach in any material respect any document or agreement which is binding upon the Borrower or its assets.

(5)  

(6)  

(a)  

in connection with its entry into, its exercise of rights and the performance of its obligations under the Finance Documents to which it is a party;

(b)  

to ensure the validity, binding nature and enforceability of the transactions contemplated by the Finance Documents to which it is a party;

(c)  

have been obtained, effected, taken, fulfilled and done (as appropriate) and are in full force and effect.

(7)  

(a)  

The Borrower is solvent and able to pay its debts as they fall due.

(b)  

No meeting has been convened nor any steps have been taken for the winding-up or bankruptcy (as appropriate) of the Borrower or for the appointment of a receiver, trustee, judicial manager or similar officer of the Borrower or its assets and no notice or petition or application for a petition is pending for the winding-up or bankruptcy of or the appointment of a receiver, trustee, judicial manager or similar officer of the Borrower or all or a substantial part of its assets, other than a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharge d or struck out within thirty (30) days or a petition or proceeding which the Borrower has proved to the satisfaction of the Bank to be frivolous or an abuse of the power of the court.

(8)  

(a)  

will be likely, if adversely determined, to have a material adverse effect on the ability of the Borrower to perform its obligations under this Letter of Offer (the “Material Adverse Effect”); or

(b)  

will restrain the entry into, exercise of its rights or performance or enforcement of its obligations under the Finance Documents to which it is a party.

(9)  

(a)  

All written information, exhibit or report supplied by the Borrower to the Bank in connection with the Facility is true, complete and accurate in all material respects as at the date it is given.

(b)  

As at the date it is given, the information, exhibit or report (referred to in paragraph (a) above) did not omit any material information and nothing has occurred since the date the information, exhibit or report was provided which renders the information untrue or misleading in any material respect and which, if disclosed, might adversely affect the rights or interest of the Bank under any of the Finance Documents.

(10)  

(11)  

(1)  

(6)  

The undertakings in this Clause (Undertakings) shall remain in force from the date of this Letter of Offer for so long as any amount remains outstanding under the Facility.

(2)  

(7)  

The Borrower shall use the Facility exclusively for the purpose specified in Clause (Purpose).  The Borrower is fully aware that the funds under the facility are not allowed to remit to China under the relevant regulations of State Administration for Foreign Exchange Control (SAFE).

(3)  

 

(a)

enter into or permit any amalgamation, de-merger, merger, reconstruction, reorganisation, takeover or other schemes of compromise or arrangement affecting its constitution or structure as at the date of this Letter of Offer; or

 

(b)

acquire any assets or business or make any investment other than in respect of assets required in the ordinary course of business of the Borrower.

(1)  

(2)  

(3)  

(4)  

(5)  

(a)  

is (or is, or would be, deemed by law or a court to be) insolvent or is unable to pay its debts as they fall due or admits in writing its inability to pay its debts as they fall due or is deemed unable to pay its debts; or

(b)  

suspends or stops making payments on all or any part of its debts or announces an intention to do so or begins negotiations or takes any other step with a view to the deferral, rescheduling or other readjustment of all or any part of its Indebtedness or proposes or makes a general assignment or an arrangement or composition with or for the benefit of all or any of its creditors,

(6)  

(7)  

(a)  

Any liquidator (including a provisional liquidator), receiver, trustee, administrator, judicial manager, agent or similar officer is appointed in respect of the Borrower or all or substantial of its assets; or

(b)  

the directors of the Borrower request for the appointment of a liquidator (including a provisional liquidator), receiver,  trustee, administrator, judicial manager, agent or similar officer in respect of the Borrower or all or substantial part of its assets; or

(c)  

any other steps are taken to enforce any security interest over all or substantial part of the assets of the Borrower.

(8)  

(9)  

(10)  

(11)  

(12)  

(13)  

(14)  

(15)  

(16)  

(17)  

(18)  

(a)  

cancel the Facility whereupon it shall be cancelled; and/or

(b)  

declare that the Loan, together with accrued but unpaid interest, and all other amounts due or becoming due under this Letter of Offer to be immediately due and payable, whereupon they shall become immediately due and payable.

(1)  

(a)  

the Loan not being made by reason of the Borrower purporting to revoke a Drawdown Notice;

(b)  

the occurrence or continuance of any Event of Default; or

(c)  

the receipt or recovery by the Bank of all or any part of the Loan or an overdue sum otherwise than on the last day of the Interest Payment Date/Repayment Date relating to the Loan or the overdue sum, as the case may be.

(2)  

(a)  

the amount of interest which the Bank would receive from the Borrower on the Drawing or on the amount received or recovered for the remainder of the relevant Interest Period (as the case may be) according to the terms of this Letter of Offer; and

(b)  

the amount of interest which the Bank is able to obtain by placing an amount equal to the Drawing or amount received or recovered on deposit in the London inter-bank market for the remainder of the relevant Interest Period as soon as reasonably practicable after it becomes aware that the Drawing or the relevant receipt or recovery (as the case may be) is not being made or secured,

(3)  

(a)  

The Borrower shall pay all sums owing to the Bank under or in connection with the Finance Documents to which it is a party in United States Dollars.

(b)  

If the Bank receives or recovers an amount in respect of the Borrower’s  liability under the Finance Documents to which it is a party, or if that liability is converted into a claim, proof, award, judgment or order, in any currency other than United States Dollars:

(i)  

the Borrower shall indemnify the Bank against any loss or liability incurred or sustained by the Bank as a result;

(ii)  

such loss or liability shall be deemed to include the deficit arising should  the amount received by the Lender be converted or be deemed to have been converted into United States Dollars at such rate(s) as the Bank may be or have been able in accordance with its usual course of its business to obtain on the date of receipt or recovery of the said amount, or if it is not practicable to make a purchase on that date, on the first date on which it is practicable for the Bank to do so; and

(iii)  

the Borrower shall further pay to the Bank on demand any exchange cost or expense and taxes sustained or incurred by the Bank in connection with any such conversion.

(c)  

For the purpose of this Clause (Currency Indemnity), it will be sufficient for the Bank to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

(4)  

 

Each of the indemnities in this Letter of Offer:

(a)  

is a separate and independent obligation from the other obligations in this Letter of Offer;

(b)  

shall give rise to a separate cause of action;

(c)  

shall be effective regardless of any indulgence granted by the Bank; and

(d)  

shall continue in full force and effect despite any award, judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Letter of Offer or otherwise.

1.

Copy of the Certificate of Incorporation of the Borrower certified as true copies by the authorized person or in the form acceptable to the Bank.

2.

Copy of Borrower’s board of directors resolutions authorizing the acceptance of the Facility upon the terms and conditions enumerated herein and detailing the names and signatures of the signatories authorized to accept the Facility and to sign this Letter of Offer and notices and other documents in connection herewith.

Duly executed duplicate copy of this Letter of Offer.

Satisfactory completion of any other documents which the Bank may reasonably require.

(b)

where a Bank transfers its obligations or any part thereof, the other parties shall execute such documents as are reasonably necessary to release that Bank to the extent of the transfer and join the transferee as a party thereto.

(i)

submits to the non-exclusive jurisdiction of the courts of Singapore;

(ii)

waives any objections on the ground of venue or forum non conveniens or any similar grounds; and

(iii)

consents to service of process in any manner permitted by the relevant law.