Summary Translation
of
Comprehensive Credit Facility
Agreement
No.: 10206108092
Note: This is not a
comprehensive translation .
The Lender
(Party A): Shenzhen
Futian Branch of GuangDong Development Bank
Legal
Representative: Liu Chunchen
Title: Branch
Manager
The Borrower
(Party B ): Comtech
Communication Technology (Shenzhen) Company Limited
Legal
Representative: Edward Chan
Title:
Chairman
|
Part I
|
Basic Terms
of Credit Facility
|
|
|
|
Comprehensive
Credit Line: the credit line Party A extends to Party B, including
one or several types of the following: a loan, issuance of
banker’s acceptance bill, commercial draft discount, trade
finance, guarantee letter, funding business and other types of
credit lines.
|
|
|
|
Comprehensive
Credit Line Amount: the maximum outstanding balance of the credit
line that Party A extends to Party B under this
agreement.
|
|
|
|
Maximum Credit
Exposure Amount: the amount equal to the maximum outstanding
balance of the credit line that Party A extends to Party B, less
the outstanding balance of the guarantee deposit.
|
|
|
|
Valid Term of
Credit Line: the actual term of the credit line under this
agreement.
|
|
Article 2.
|
Amount and
Type of Comprehensive Credit Line
|
|
|
|
The
Comprehensive Credit Line Amount is stipulated in Article 13 of
this agreement.
|
|
|
|
The specific
type, amount and corresponding terms of the credit line under this
agreement are stipulated in Article 22 of this
agreement.
|
|
|
|
If the total
outstanding balance of the credit line is within the aforesaid
maximum credit amount, it is not necessary for Party B to provide
the guarantee one at a time.
|
|
|
|
Party A is not
obligated to issue the full amount of the aforementioned maximum
credit amount. The actual issuance amount shall be based on the
amount stipulated in the borrowing certificate or other credit/debt
certificates.
|
|
Article 3.
|
Valid Term
of Comprehensive Credit Line Amount
|
|
|
|
The valid term
of the Comprehensive Credit Line under this agreement is stipulated
in Article 14 of this agreement.
|
|
|
|
A loan that
occurs within the maximum amount of the credit line and the valid
term need not be repaid prior to the maturity date of the valid
term. The actual occurrence date and the repayment date of each
loan shall be based on the dates set forth in the borrowing
certificate or other credit/ debt certificates.
|
|
Article 4.
|
Conditions
to Drawdown of Credit Line
|
In the event
all of the conditions set forth below are fulfilled concurrently,
Party B may apply to draw down the aforesaid credit
line:
|
|
|
There is an
outstanding balance of the credit line.
|
|
|
|
The purpose of
the loan and the term comply with the terms of this
agreement.
|
|
|
|
Party B
provides the application and information in compliance with the
operational management rules of Party A.
|
|
|
|
Party B
fulfills all of obligations under this agreement.
|
|
|
|
Other
conditions required by Party A.
|
|
|
|
The interest
rate of the loan under this agreement is stipulated in Article 15
of this agreement.
|
|
|
|
In the event
the interest rate set forth in Article 15 is inconsistent to the
interest rate of specific type of credit line, the interest rate of
such type of the credit line shall prevail.
|
|
Article 6.
|
Other
Expense, Interest Rate and Exchange Rate
|
The expenses
that Party A shall receive under the banker’s acceptance
bill, banker’s guarantee letter, international trade finance
and other types of credit lines, the discount rate of the draft
discount, interest rate and the exchange rate under the import and
export negotiation shall be agreed by Party A and Party B in the
specific business.
|
|
|
A guarantor
shall provide guarantees for the debts that Party B shall repay
under this agreement. The specific guarantee is stipulated in
Article 16 under this agreement.
|
|
|
|
In the event
Party A believes that adverse changes to the guarantee under this
agreement occurred or is going to occur, Party A is entitled to
request the guarantor to cease such activities. In case the value
of collateral decreases, upon the notice of Party A, the guarantor
shall restore the value of the collateral, or provide a collateral
with the corresponding decreased value. In the event the guarantor
neither restores the value of the collateral, nor provides
additional guarantee, Party A is entitled to request Party B to
repay the debt prior to its maturity.
|
|
|
Representations and Warranties of Party
B
|
Article
8.
|
|
|
Party B hereby
makes the following representations:
|
|
|
|
It is legally
incorporated and has right and ability to execute and perform this
agreement;
|
|
|
|
The execution
and performance of this agreement are based on the true intent of
Party B, and do not violate any agreement, contract or other legal
document binding Party B. Party B obtained legal and valid
approvals in accordance with its articles of association and other
managing documents. Party B obtained or is going to obtain all
necessary permissions, approvals, filings or registrations for
executing and performing the agreement;
|
|
|
|
All of the
documents, financials, certificates and other information provided
by Party B to Party A under this agreement are true, accurate,
legal and valid;
|
|
|
|
The background
information of transactions for specific types of credit line that
Party B applied is true, legal and not for illegal purposes such as
money laundering;
|
|
|
|
Party B did not
conceal any events that could affect its or the guarantors’
financial condition and ability to perform the
agreement.
|
|
|
|
Party B hereby
makes warranties as below:
|
|
|
|
It shall
provide Party A with financial reports (including but not limited
to annual reports, quarterly reports and monthly reports) and other
relevant information periodically or in time as requested by Party
A;
|
|
|
|
It shall comply
with the requests of Party A to provide relevant documents in
connection with the loan and cooperate with Party A in regard to
the inspection and supervision of the performance, the use of
credit lines and funds, the production operations and financial
activities. Party B shall promise to cooperate with Party A in
connection with the management of loans in accordance with the loan
management guideline of China Banking Regulatory Commission or
other competent authorities;
|
|
|
|
If Party B
entered into or is going to enter into a guarantee agreement with
the guarantor of this agreement to provide the guarantor with the
corresponding guarantee, Party B shall warrant such guarantee shall
not affect any right of Party A under this agreement;
|
|
|
|
Party B shall
obtain the prior consent of Party A, in the event the financial
conditions or abilities of performance of Party B and the guarantor
under this agreement might be affected. The aforesaid events are
including but not limited to the split, merger, co-operating, joint
venture, cooperation, outsource, lease, reorganization, reform,
plan of going public, transfer of material assets, share transfer,
shareholding reform, foreign investment, material debt assumption,
debt/ equity financing through the primary market, or attach
material debts on the collateral;
|
|
|
|
Party B shall
promptly notify Party A in writing, in the event the financial
conditions or abilities of performance of Party B and the guarantor
under this agreement might be affected. The
aforementioned events are including but not limited to the
foreclosure of the collateral, suspension of business, cessation of
operations, dissolution, bankruptcy application, involvement in
material litigation or arbitration proceedings, management’s
possible engagement in criminal activities, the adverse change of
its business operation or financial condition, o
|
|
