Application for Export Invoice Discounting

APPLICATION FOR EXPORT INVOICE DISCOUNTING

From:

of (address) :

(as Applicant)

To:BNP Paribas, Hong Kong Branch

Attention:Trade Services

Dear Sirs,

Application for Export Invoice Discounting (the “Application”)

We (the "Applicant") hereby request that you purchase ("Discount") from us all our rights, interest and titleto the proceeds of the enclosed invoice(s) (the "Invoice"). The relevant details in connection with the Discountare as follows:

1. Invoice number(s):

2. Total number of Invoices:

3. Name and registered address of Purchaser :

4. Total aggregate amount of Invoices [currency and amount]:

5. Payment Terms or Payment due date of Invoice(s):

6. Proposed value date for Discount (i.e. payment by Bank to Applicant):

7. Proposed due date for Discount (i.e. payment of Invoice(s) by Purchaser):

8. Account to which proceeds of Discount are to be credited:

9. Documents enclosed:[ Please mark number ofcopy documents attached ]

Invoice:

Transport Document (please specify):

Others (please specify):

We hereby agree and confirm that the Terms and Conditions set out as below (in Page 2 of this Application) and the terms of any facilityletter/agreement in place between you and us shall apply to this Application.

Yours faithfully,

For and on behalf of

Name of Client (as Applicant) :

By : (Name) :

(As authorized Signatory/Signatories)

Title :

Date :

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TERMS AND CONDITIONS

1.Definitions: Unless otherwise defined, words and phrases used in these Conditions shall have the meanings set out in the Application and, in particular:

“Applicant” means the company submitting this Application and includes the personal representatives and any receiver, liquidator or provisional supervisor of such company;

“Bank” shall mean BNP Paribas, a banking corporation whose head office is at 16 boulevard des Italiens, 75009 Paris, and having a branch at 63/F Two International Finance Centre, 8 Finance Street, Hong Kong and includes all of its branches throughout the world and its successors and assigns; and

“Invoice” means the invoice Discounted pursuant to this Application and includes all the Applicant’s rights, interest and title to the proceeds thereof and all the Applicant’s rights under or in relation to the relevant sales contract and all instruments and securities taken or held by the Applicant in connection with the invoice and/or sales contract, including (without limitation) the benefit of any policy of credit and/or export insurance.

2.Sale/Purchase of receivable under invoice: Where, following receipt by the Bank of an Application, the Bank accepts such Application, the Bank agrees to purchase and the Applicant agrees to sell the Invoice on the terms and conditions set out in the Application (including these Conditions).

3.Availability: The Bank has no commitment to Discount any Invoice. Each Application shall be on an uncommitted basis and without any obligation on the part of the Bank. If the Bank accepts any Application it shall promptly notify the Applicant. An Application may be revoked only by written notice to the Bank, which shall only be effective one Hong Kong business day (excluding Saturdays) after actual receipt by the Bank of such notice.

4.Purchase Price: Unless otherwise agreed, the purchase price shall be the Invoice amount less the applicable commissions, rates, fees and deductions specified in the applicable facility letter or agreement or otherwise agreed between the Applicant and the Bank.

5.Conditions: Any agreement by the Bank to Discount any Invoice and its obligation to pay the purchase price in respect thereof is subject to fulfilment of the following conditions to the satisfaction of the Bank: (i) the delivery to the Bank of the original Application completed and duly signed by the Applicant; (ii) the delivery to the Bank of all documents to be included with the Application in form and substance satisfactory to the Bank together with any other documents which may be required by the Bank (collectively “Documents”); (iii) the provision to the Bank of all information relating to the Invoice as the Bank may require; (iv) all rights, title and interest in, and to the proceeds of, the Invoice being freely transferable to the Bank whether by assignment, endorsement or other convenient means; (v) none of the parties to the sales contract being in breach of its obligations nor any dispute or challenge having occurred or been made out of or in connection with the sales contract; (vi) the Invoice, all Documents and the sales contract remaining legal, valid and in full force and effect, and there being no amendments or modifications made thereto which have not been approved by the Bank; (vii) the Applicant not being in breach of any of its obligations hereunder to the Bank; (viii) no injunction, order, measure or court proceedings of any sort having been issued, applied for or started under or in connection with the sales contract or the Invoice which might have the effect of prohibiting or delaying payment in full to the Applicant under the Invoice; and (ix) such other document(s) or condition(s) relating to any of the matters contemplated herein as the Bank may reasonably request.

6.Recourse: In the event of non-payment of the Invoice on its due date for any reason, the Bank shall have recourse to the Applicant. In the event of demand by the Bank under this Condition, the Applicant shall promptly repurchase from the Bank the Invoice. The repurchase price shall be (i) the Invoice amount less any partial payment already received by the Bank in respect of the Invoice, plus (ii) the product of such amount times the number of days between the due date and the date that the repurchase price is paid in full (including the former day and excluding the latter day) times the applicable late payment rate, plus (iii) any charges, costs and expenses incurred by the Bank, its correspondents or agents in obtaining or seeking to obtain payment of the Invoice.

In the event that the Bank considers that the Invoice is unlikely to be paid in full on the due date (whether because of commercial dispute between the Applicant and the debtor, inability of the debtor to pay its debts, fraud, illegality or for any other reason), the Applicant shall on demand by the Bank repay to the Bank the full amount of any payment made by the Bank pursuant to any Application and indemnify the Bank against any cost, loss or liability incurred by the Bank as a result of Discounting the Invoice (including, without limitation, any costs of funding and related charges).

7. Further Assurance: The Applicant agrees to execute and deliver, upon the Bank’s request and at the Applicant’s expense, any and all additional documents and instruments within the Applicant’s power that the Bank may reasonably require for the purpose of obtaining the full benefit of the Invoice (including, but not limited to, issuing notice to the Purchaser in relation to the Discount in such form as the Bank may request). The Applicant also agrees to fully cooperate with the Bank in the Bank’s efforts to obtain payment from any debtor under an Invoice, including assisting the Bank in resolving any disputes regarding such payment.

8.Set-Off: The Bank shall be entitled to immediately deduct any amount in aggregate up to the amount due and payable but unpaid under this Application from any account(s) (whether denominated in Hong Kong Dollars or other currencies) maintained by the Applicant with the Bank.

9.Expenses relating to enforcement and preservation of rights: The Applicant shall pay all legal and other out-of-pocket expenses incurred by the Bank under or in connection with the enforcement or preservation of any rights of the Bank whatever arising from or in connection with this Application.

10.Collection agent and payments: Without prejudice to the Bank’s rights to collect amounts payable under any Invoice directly, the Applicant is hereby appointed as the Bank’s collection agent in relation to amounts payable in settlement of any Invoice and accepts such appointment and agrees to collect as agent of the Bank all amounts in settlement of any Invoice and to pay to the Bank immediately on receipt any sums received in settlement of any Invoice and to hold all such sums in trust for the Bank prior to making such payment.

11.Representation and warranties: As a condition to the Application, the Applicant makes the following representations and warranties to the Bank each time an Application is made, when it is accepted by the Bank and on each date a payment is made by the Bank to the Applicant hereunder and acknowledges that the Bank relies on each of these representations each time it accepts an Application: (i) The Applicant is duly formed and validly existing under the laws of the jurisdiction of its incorporation, and has full power, authority and legal right to own its assets and to carry on its business; (ii) The Applicant has the power to enter into, to perform its obligations under, and to carry out the transactions contemplated in this Application; (iii) The Applicant has taken all necessary corporate action to authorise the entry into and performance of each transaction contemplated in this Application; (iv) The terms and conditions of this Application represent the Applicant’s valid and binding obligations enforceable in accordance with their terms; (v) Each Invoice presented by the Applicant, and each relevant sales contract remains legal, valid and in full force and effect and includes all amendments and modifications made to it; (vi) The documents provided to the Bank by the Applicant under, or in relation to, each Application are genuine, complete and in strict compliance with the terms and conditions of the underlying sales contract; (vii) The Applicant has the power and authority to transfer any and all of the right, title and interest in, and to the proceeds of the Invoice, and such transfer is permitted under the terms of theunderlying sales contract; (viii) The face value of each Invoice represents payment unconditionally due and owing to the Applicant without defence, offset or counterclaim, for goods delivered or work performed by the Applicant; (ix) The Applicant has not taken any action, which might in any way prejudice or limit the Bank’s rights in respect of any Invoice; and (x) The Applicant is not aware of any dispute or challenge having been made to its right to payment in full under the sales contract or Invoice or of any injunction, order, measure or court proceedings of any sort having been issued, applied for or started under or in connection with the sales contract or Invoice which might have the effect of prohibiting or delaying payment in full to the Applicant under the invoice.

12.Taxes and gross-up: The Applicant shall pay to the Bank all amounts due under this Application exclusive of any taxes, duties, fees, levies, charges or other fees and free from any set-off, counterclaim or any other deductions or withholdings whatever (together, the “Taxes”). The Applicant shall be responsible for payment of all Taxes. However, if any payments due under this Application by the Applicant are reduced by any Taxes, the Applicant will increase such payments so that after deduction of any Taxes the Bank receives an amount equal to the amount that it would have received had no Taxes been deducted with respect to such payments.

13.Waiver of immunities: To the extent permitted by applicable laws, the Applicant irrevocably waives any immunity from jurisdiction, to which the Applicant would otherwise be entitled, of any court or from any legal process with respect to the Applicant, its property and its obligations under this Application.

14.Governing Law and Jurisdiction: This Application shall be governed by and construed in accordance with the laws of Hong Kong and any disputes arising from or in connection with this Application or the transactions contemplated hereunder shall be submitted to the non-exclusive jurisdiction of the courts of Hong Kong.

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