EX-10 5 exh-bank_ltr.txt EXH 10-13 AGREEMENT 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:
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