PRIVATE & CONFIDENTIAL - Purecircle · Resolution (or similar corporate authorisation) to be given...

The Hongkong and Shanghai Banking Corporation Limited Offshore Banking Unit Labuan (Licensed Labuan Bank, Licence No. 910004C) Incorporated in Hong Kong with limited liabil ity Offshore Banking Unit Labuan Level 11(B1), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Wilayah Persekutuan Labuan, Malaysia. Tel: 087-599090 Fax: 03-21796493 Swift: HSBCMYKA Web: www.hsbc.com.my/1/2/offshore

PRIVATE & CONFIDENTIAL Our Ref: CS/LBU/ISB/801004789/1587350382000:890/RY/LGA CARM: 200114 / CM240420 27 April 2020 PURECIRCLE LIMITED 12TH FLOOR WEST WING ROHAS PURECIRCLE NO 9 JALAN P. RAMLEE 50250 KUALA LUMPUR W. PERSEKUTUAN MALAYSIA Dear Sirs, BANKING FACILITY CUSTOMER NO. 801-004789 We, The Hongkong and Shanghai Banking Corporation Limited, Offshore Banking Unit Labuan (referred to herein as the“Bank”) are pleased to advise that we are agreeable to grant you, Purecircle Limited (also referred to herein as the “Borrower”) the undermentioned banking facility(ies) (collectively referred to herein as the “Facility” and where there is more than one banking facility, the expression “facility” shall, where the context requires, refer to the respective individual banking facility within the Facility) for the purpose as stated below, subject to the terms and conditions herein and in the attached Annexure. The Facility is subject to review at any time and from time to time and subject always to the Bank’s customary overriding right of suspension, withdrawal and repayment on demand. Other terms herein also apply which may allow the Bank to cease providing the Facility to you. The exercise of the Bank’s rights under this Facility is subject to the terms and conditions of the Subordinated Agreement dated (on or around the date of this facilities offer letter), to which the Bank, the Borrower and some existing lenders of the Borrower/ Borrower group are parties. Facility Limit (USD) Revolving Loan

33,000,000

Purpose: Revolving Loan To meet working capital requirements;

The Bank shall have no obligation to monitor the usage of the Facility or ensure usage for its stated purpose and reserves the right to recall the Facility if not used for the purpose stated. To signify your understanding and acceptance of the terms and conditions of the Facility, please arrange for your authorised signatories to sign this letter in accordance with your company’s Board Resolution (or similar corporate authorisation) to be given to the Bank. Your acceptance of the Facility must be received by the Bank by the close of business on 26 May 2020 and, if not received by such time and date, the offer of this Facility will be deemed to have lapsed. Please note that we reserve the right to withdraw the offer at any time prior to receipt of the acceptance.

PURECIRCLE LIMITED 27 April 2020

PURECIRCLE LIMITED Our Ref: CS/LBU/ISB/801004789/1587350382000:890/RY of 14

It is a condition of this offer that if the Facility is not drawndown within three months from completion of documentation, or if you fail to advise the Bank in writing within 30 days from the expiry of such three month period that you still require the Facility, the Bank may withdraw the Facility without further reference to you. We are pleased to be of assistance to you and look forward to the development of a mutually beneficial and lasting relationship. Should you have any queries, please do not hesitate to contact Joel Ng at telephone no. 03- 88941110. Yours sincerely For and on behalf of The Hongkong and Shanghai Banking Corporation Limited Offshore Banking Unit Labuan Logaraj Dorai Rajoo Principal Officer

Logaraj Dorai Rajoo

Digitally signed by Logaraj Dorai Rajoo Date: 2020.04.27 12:17:05 +08'00'



TERMS AND CONDITIONS (Annexure to Facilities Offer Letter dated 27 April 2020

– to be read as an integral part thereof) General Terms Security to be obtained: Standby Letter of Credit (“SBLC”) Standby Letter of Credit for USD33,000,000 issued by HSBC BANK USA NA on behalf of Ingredion Incorporated to cover the principal amount, interest, costs and other monies due and payable under this Facility. All banking charges relating to this SBLC are for the applicant’s account. Representations and warranties You are in compliance with all applicable environmental laws, regulations and guidelines (‘environmental laws’) in force from time to time in the place(s) where the business of your company is conducted. Where the Facilities include an Import/Export Line, you are in compliance with the Strategic Trade Act 2010 and undertake to obtain and/or ensure the continuing validity of the relevant permit(s) and/or broker registration certificate where required under the said Act prior to each utilization of the Import/Export Line. Facility Tenor and Undertaking by the Borrower a) This Facility shall have a tenor which expires on 28 December 2020; b) The Borrower shall ensure that the Facility is fully repaid or fully settled upon the expiry of

the tenor, including but not limited to ensuring that the SBLC issued by HBUS may be claimed by the Bank in such instance.

c) In the event that the Facility is not fully repaid or settled upon the above expiry date or in the event of any breach of undertakings, covenants, representations and warranties by the Borrower, or in the event of the occurrence of any event of default (as determined by the Bank in its sole and absolute discretion), the Bank is entitled to immediately make a claim on the SBLC, without the need to make any claim or demand against the Borrower, for the repayment of all outstanding amount due under the Facility.

d) The Borrower shall undertake not to enter into any agreement with its existing lenders which may jeopardise or in any way affect the Bank’s rights in claiming on the SBLC and in applying the money received from the claim on the SBLC towards immediate settlement and discharge of all outstanding sum due and payable under the Facility.

Documents Required 1) A suitable Board Resolution (or similar corporate authorisation) authorising :- a) The negotiation and acceptance of the Facility;

b) The relevant person(s) to issue notice of drawdown on your behalf and to enter into any other correspondence with the Bank ; and

(c) the provision of a cash cover/cash margin, on demand by the Bank, in respect of the Bank’s contingent liabilities under the documentary credits/bank guarantees issued/to be issued by the Bank;

d) the mode of execution on all relevant security documents in accordance with your Memorandum and Articles of Association.

A certified true copy each of the Memorandum of Articles of Association of your company together with Form 9, Form 24, Form 25, Form 44 and Form 49. (or similar constitutional documents appropriately described). If at any time the Bank shall consider security for the Facility to be insufficient or is required you shall within 14 days from the date of a notice from the Bank provide such security or further security



as the Bank shall require, whether in cash or otherwise, of such value and for such tenure as the Bank shall specify. Conditions precedent The Facility shall only be available for drawing or utilisation if: no misrepresentation or breach of warranty made to the Bank express or implied has

occurred; there has not been any breach of undertaking, as provided herein, by the Borrower,

and in this regards, the Bank may request the Borrower to obtain its appointed counsel’s written confirmation that the relevant undertakings as provided herein have been complied with;

the relevant approvals/ consents from the Borrower’s and/or Borrower Group’s existing lenders have been obtained for the Borrower to utilise this Facility and the incurrence of indebtedness therefrom upon such terms and provided herein;

no Event of Default and no event which with the giving of notice or lapse of time would constitute an Event of Default shall have occurred or is continuing;

the Bank shall have received all documents, opinions, certificates, or evidence of authorisations as it shall require;

The conditions precedent are for the sole benefit of the Bank, who may waive their compliance without prejudice to its rights herein or in any Security Document. Waiver shall not preclude us from demanding that any waived provision be complied with or remedied subsequently. Waiver of a condition precedent shall not mean waiver of any other condition precedent or term. Specific terms applicable to a facility

REVOLVING LOAN

Utilisation Subject to the availability of funds and at least (3) Business Days prior written notice to the Bank, the facility may be drawn in multiple drawings (each a "Loan") of not less than USD250,000 each and in multiples of USD50,000; each Loan shall be in the form of revolving advances of 1 Month, 3 Months and 6 Months (each a "Rollover Period"). Interest Definitions

''Applicable USD LIBOR'' in respect of each Loan means USD LIBOR Screen Rate published by ICE Benchmark Administration Limited for the tenor being the same as the Rollover Period (''USD LIBOR Tenor'') (i) as at the Business Day immediately before the start of a Rollover Period and (ii) thereafter as at the last Business Day of each USD LIBOR Tenor and if the rate for the applicable USD LIBOR Tenor is not available, then the USD LIBOR Tenor for that Loan may be derived using the Interpolated Screen Rate, subject always that if at any time such rate is below zero, Applicable USD LIBOR will be deemed to be zero.

“Business Day” means a day (other than a Saturday or Sunday or a gazetted holiday) on which banks are generally open for business in Kuala Lumpur and London. "Interpolated Screen Rate" means, the rate (rounded to the same number of decimal places as the two relevant USD LIBOR Tenors) which results from interpolating on a linear basis between:

(a) the applicable USD LIBOR Tenor for the longest period available which is less than the Rollover Period of that Loan; and

(b) the applicable USD LIBOR Tenor for the shortest period available) which exceeds

the Rollover Period of that Loan.



“Market Disruption Event” means (i) Applicable USD LIBOR is not available and the Bank is unable to determine the Applicable USD LIBOR; or (ii) the determination by the Bank at any time that the cost to the Bank of obtaining matching deposits in London interbank market would be more than the Applicable USD LIBOR.

“Screen Rate” means London Interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for USD for the relevant period displayed on pages LIBOR 1 or LIBOR 2 of the Reuters screen (or any replacement Reuters page which displays the rate), or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, we may specify another page or service displaying the relevant rate after consultation with you.

Interest is charged on each Loan for each Rollover Period at 3% (''Margin'') above 3-months USD LIBOR. Applicable USD LIBOR shall be reset periodically at the start of each USD LIBOR Tenor (instead of the start of a Rollover Period as USD LIBOR Tenor is either the same as or shorter than a Rollover Period). If a Market Disruption Event occurs, then the above interest rate shall be the sum of the Margin and a rate per annum notified by the Bank to the Customer as soon as practicable before interest is due to be paid, to be the Bank’s cost of funding the loan from whatever source it may select at its sole discretion. Interest on each Loan shall be calculated and accrued daily on a 360-day year from the start of each Rollover Period and payable at the end of each Rollover Period, failing which the Bank may at its sole discretion allow further rollover subject to late payment interest being charged on the unpaid interest until its full settlement. The Bank may debit such interest to the Customer’s current account or to other account(s) to be opened by the Bank for the purpose. Repayment Upon written request given to the Bank at least three (3) Business Days before the end of a current Rollover Period, the Bank may at its discretion roll-over a Loan for a further Rollover Period subject to payment of interest. Unless rolled over, each Loan shall be repaid at the end of a Rollover Period. If repayment is allowed to be made other than at the end of a Rollover Period, an amount equivalent to the Bank's funding loss (conclusively determined by the Bank) and all reasonable charges and expenses incurred by the Bank or attributable to the same shall be imposed. This facility, in accordance with banking practice, is subject always to the Bank's customary overriding right of suspension, withdrawal and repayment on demand. This shall be notwithstanding anything to the contrary herein contained in this Facilities Offer Letter and whether or not it is pursuant to any review undertaken by the Bank. Late Payment Interest In the event of late payment of principal and/or interest, additional interest on the amount overdue will be charged at an additional 1% per annum over the applicable interest rate ("Default Interest Rate") (provided the Bank may at its discretion elect not to reset the Applicable USD LIBOR for the Default Interest Rate), from the due date until the date of payment to be paid on demand or debited to the Customer's current/other account or to a disbursement/suspense account to be opened by the Bank for the purpose (before as well as after judgment, and notwithstanding the termination of the banker customer relationship). Partial Payments If the Bank receives insufficient payment to discharge in full the amounts then due and payable under this facility, the Bank may apply such payment in the order decided by the Bank without taking account and order of payment intended by the Customer.



Right of Consolidation The Bank may combine all outstanding Loans and interest, on or after a demand is made as a consequence of the Bank terminating this facility (pursuant to an Event of Default, its right to recall this facility on demand or otherwise) into a single consolidated amount and shall have the right to make reasonable adjustments to arrive at a single Default Interest Rate for the consolidated amount.

General Terms applicable to the Facility

VARIATION OF TERMS Notwithstanding anything to the contrary, the Bank may in its absolute discretion without discharging any of your liabilities herein and/or under the security documents vary or add to the terms herein. Variations include, but are not limited to rates of interest (including overdue and excess interest), additional interest, commission,

commitment fees, and other banking charges (including varying the mode or method of calculating interest, commission or such other charges or otherwise)

the amount or form of the Facility granted so as to convert or cancel one or more facility or create two or more facilities comprised in the Facility (provided always at the applicable rate of interest)

Except where otherwise expressly provided, variations or additions shall take effect upon notice to you.

EVENTS OF DEFAULT Without prejudice to our customary overriding right of repayment on demand, the Facility may be immediately suspended or terminated and all sums (including contingent sums) payable on demand in the event:- 1. you default in the payment of any sum due under the Facility; or 2. you have given incomplete, misleading or incorrect material information to the Bank in

relation to procuring the provision or continued provision of the Facility, or your account is conducted in an unsatisfactory manner; or

3. you fail to observe or perform any of your covenants or obligations to the Bank; or 4. a petition is presented and not withdrawn or stayed by an order of Court within a period

of thirty (30) days of its presentment or an order is made or resolution passed for your winding-up, dissolution or liquidation; or

5. you commence a meeting for the purpose of making or proposing and/or entering into

any arrangement with or for the benefit of your creditors; or 6. a receiver or other similar officer is appointed over the whole or any part of your assets or

undertaking; or 7. you cease or threaten to cease to carry on business or are unable to pay your debts, or

dispose or threaten to dispose of the whole or a substantial part of your undertaking or assets; or

8. for any reason any guarantee or security given for the repayment of the Facility shall be

challenged, terminated or lapse for any reason whatsoever or if the guarantor or security



provider shall be in default under the terms of such guarantee or security or dies or becomes of unsound mind or is wound up or commits any act of bankruptcy or similar thereto; or

9. you allege that all or a material part of the terms have ceased to be of full force or effect;

or 10. any of your other indebtedness to us or any third party or parties becomes capable in

accordance with the relevant terms thereof of being accelerated in repayment or declared due prematurely by reason of your default or your failure to make any payment in respect thereof on the due date for each payment or if due on demand when demanded or any security for such indebtedness becomes enforceable; or

11. if your company or any security provider is under investigation under the provisions of

any companies or securities legislation or regulations in force from time to time for financial irregularities or failure to adhere to any listing requirements or duties; or

12. in the Bank’s opinion, there is any change or threatened change in circumstances which

would adversely affect your company’s business or financial condition or the ability to perform your obligations under this letter or any other agreement with the Bank, including, if your company is not a listed entity any change or threatened change in your shareholders or directors (save and except for the proposed acquisition by Ingredion Incorporated), or, if your company is a listed entity, any change or threatened change in your single largest shareholder or directors; or

13. in the Bank’s opinion, there is any change or threatened change in circumstances which

adversely affect the ability of any guarantor or security provider to perform your obligations under any security given to the Bank; or

14. any applicable law or regulations or their interpretation or application is amended or

changes, making it unlawful for the Bank to comply with its obligations herein or to allow the Facility to continue to be outstanding.

If there are circumstances likely to lead to events of default among other things due to irregularities in your financial affairs or your inability to meet your indebtedness to us i t is proposed that you contact us for an early appraisal of your commitment.

EARLY TERMINATION EVENT If in the Bank’s opinion, circumstances have arisen which materially and adversely affect the reputation of, and / or otherwise bring negative publicity to, the Bank or HSBC Group, by reason of the provision or continued provision of the Facilities, the Bank is entitled to exit the Facilities and to require you to fully pay and discharge all your outstanding obligations under the Facilities within such period of time as stated in the Bank’s written notice to you, failing which the Bank is entitled to call an event of default for non-payment by you.

OTHER TERMS AND CONDITIONS

a) Availability Availability of the Facility is subject to legal documentation having been completed to the

satisfaction of the Bank. b) Legal expenses and other charges

All stamp duty and solicitors’ fees that is payable (assessed on a ‘solicitor and client’ basis) incurred by the Bank: i) in connection with or incidental to the provision of the Facility; and/or ii) in its enforcement of its rights under any of the Facility or any security provided;



shall be payable by you. Such amounts may be debited without prior notice to your current or other account(s) or a disbursement/suspense account opened by the Bank for the purpose.

c) Security denominated in different currency

In the case of security denominated in a currency other than the facility currency, the rate of exchange to be applied for the conversion of such currency shall be our spot rate of exchange (as conclusively determined by us) for purchasing such currency on the date of settlement and in the event of a shortfall you will promptly pay to us such additional amount as makes the net amount received by us equal to the full amount payable by you or the security provider, as the case may be.

d) Withholding or deduction

All payments by you under this Facility is to be made in immediately available funds free and clear of and without any withholding or deduction for any and all present or future taxes, duties or other such levies. If you are compelled by law to make any such withholding or deductions you will pay to us such additional amounts required to enable us to receive the amount which would be payable if no such withholding or deduction had been required. You shall provide us with evidence that such taxes, duties or other such levies have been paid by forwarding us official receipts within 30 days of payment.

e) Maintenance of shareholding Save and except the proposed acquisition by Ingredion Incorporated as communicated to

the Bank, your holding company shall undertake not to divest its shareholding or any part thereof in the third party security provider/guarantor company or in your company without first obtaining the Bank’s consent.

f) Increased costs If the effect of any, or a change in any, law or regulation is to increase the cost to us of

advancing, maintaining or funding this Facility or to reduce effective return to us, we reserve the right to require payment on demand of such amounts as we consider necessary to compensate us therefore.

g) Terms and conditions in other documentation

Other terms and conditions as contained in the Bank’s legal or security documentation executed or to be executed by you shall apply.

For avoidance of doubt, additional, modified, or other terms and conditions to those stated herein may be advised by our solicitors and may be contained in those other documents when formalising such documentation on our behalf.

You are to understand all terms and should obtain independent legal advice thereto before signing.

h) Default/Late Payment Interest not otherwise provided for

Where a specific default, excess or late payment interest rate is not otherwise provided for under the terms of any specific facility, the Bank may charge the following for any payments that are overdue, or if payable on demand, from the date the amount is stated to be due pursuant to such demand: 1% per annum above the interest rate applicable for the particular facility, or if

none, 1% above the Bank’s prevailing Cost of Funds (for such tenor as selected by the Bank) or such other rate as may be determined by the Bank from time to time.

Such interest shall be capitalised and added for all purposes to the principal or overdue sum, as the case may be for that facility, and shall bear interest at the relevant applicable rate notwithstanding any demand by the Bank and/or cessation of the banker and



customer relationship for whatever reason and before as well as after judgment.

i) Priorities Subject to the provision of the security documents (where applicable), if any amount received or recovered in respect of your liabilities hereunder or any part thereof is less than the amount then due, the Bank shall apply that amount to interest, profit, principal or any other amount then due and payable in such proportions and order of priority and generally in such manner as the Bank may determine.

j) Repayments generally and ascertaining of limits

Unless otherwise provided, interest due shall be capitalised and added for all purposes to the principal sum and shall bear interest at the relevant applicable rate notwithstanding any demand by the Bank and/or cessation of the banker and customer relationship for whatever reason and before as well as after judgment. Any amounts of interest or other non-principal sums debited to your accounts which is capitalised shall not affect the determination of whether the principal limit under any security given for the Facility has been exceeded or not.

k) Bankers common law rights applicable We may combine, consolidate or merge all or any of your company’s accounts and may set off or transfer any sum outstanding to the credit of any such accounts with our Bank in or towards the satisfaction of any of your liabilities under the Facility. The Bank may also debit any of your accounts in respect of amounts payable under any security documents or security for the Facility if the security party fails to make any required payments thereunder. All powers and remedies stipulated in this letter and/or in any other security documents shall be in addition to and not in derogation of any rights, powers or remedies implied or created by rules of law or equity or as banker’s customary rights accordingly.

l) Conclusive evidence A certificate signed by an officer of the Bank as to any amount(s) payable hereunder

shall be conclusive evidence save for manifest error. m) Disclosure and use of information

You consent to the Bank disclosing information relating to the Facility, your accounts and other facilities presently held, or which may subsequently be opened or obtained (“Information”) to: i) any person it considers necessary:

A) in providing the Facility or other services; B) as part of its operating procedures (including its accounting, client relationship

and risk management functions), including to members of the HSBC Group (in or outside Malaysia), any service provider (including debt collection agencies) or other third party;

ii) any bureaus or agencies established by Labuan Financial Services Authority or by other regulatory authorities;

iii) any authority, central depository or depository agent in relation to the securities industry, where relevant;

iv) Association of Labuan Banks (ALB); v) the Bank’s potential assignees; vi) any of your present or prospective guarantors or security providers; vii) any person the Bank believes in good faith to be tendering payment of monies on

your behalf. Information may be used, stored, transferred, compiled, matched or exchanged by or with any of the parties mentioned above (‘Users’). Information shall be kept confidential by the Users, unless disclosure is required under any laws or regulations which apply to a User. When the Bank provides or obtains any Information, it takes utmost care in



compiling, collating or processing the Information.

You agree that as long as the Bank acts in good faith, it and its officers shall not be liable for any loss or damage (whether indirect, consequential or punitive) or any monetary loss to you or any other person for any inaccuracy, incompleteness or authenticity of the Information the Bank provides or relies on and whether caused by any technical, hardware or software failure of any kind, interruption, error, omission, delay, viruses, act of God, act of war or terrorism, strikes, industrial action or otherwise. The Bank, as part of its procedures in granting or continuing to grant banking and/or credit facilities and services to its customers may conduct credit and other financial checks and verify customer and/or security party information from time to time from various selected sources. You consent to such checks being conducted. The consent given shall be irrevocable. Personal Data Protection Act- Consent of Data Subject If the Information relates to data of any third party individual (including but not limited to your partners, directors, shareholders, personal guarantors and security providers, and the directors and shareholders of corporate guarantors and security providers) which is required by the Bank by reason of, or incidental to, the provision of the Facilities or other services to you, you confirm and warrant that you have obtained the consent of such third party individuals to the provision of such Information to the Bank for the purposes as stated in the Bank’s Notice to Customers relating to the Personal Data Protection Act 2010 (“the Notice”) (a copy of which has been made available to you and/or is available for download at www.hsbc.com.my/1/2/offshore) and for disclosure to such parties as stipulated in the Notice and also hereinabove.

n) Credit Reporting Agency You consent to:

(i) the Bank to carrying out credit checks and obtaining credit reports and information on your business and / or your company including on all partners, directors, shareholders, guarantors and security providers (as applicable) (collectively, “Data Subjects”) from the Credit Bureau Malaysia and other registered credit reporting agency; and

(ii) the Credit Bureau Malaysia sourcing and retaining information on your business and / or your company and all Data Subjects from any available data source, and disclosing to the Bank any such information as may be requested by the Bank.

You warrant that you have been irrevocably authorised by the Data Subjects to give this consent on their behalf

o) Notices

Any notice demand or request may be given by ordinary or registered post (not being AR registered post) sent to you at your address herein stated or to your last known address and such notice shall be deemed to have been duly served three (3) days after it is posted notwithstanding that it is returned by the postal authorities undelivered.

Notice as to variation of interest, commission, fees and all other bank charges may also be effected by a notification of the variation in the periodic statements furnished to you from time to time or by notification at any of the Bank’s premises or in such manner we deem fit and such variation shall take effect from the date stipulated therein.

p) Payments received to be in gross All monies received for the purpose of being applied in reduction of any monies owing

to the Bank (whether from payments received or from the realisation of any security or otherwise) shall be treated as payments in gross and not as appropriated or attributed to any specific part or item of the monies owing to the Bank, even if appropriated thereto by any person otherwise purportedly entitled to so appropriate.



q) Suspense account In the advent of any liquidation or analogous thereto, any monies received by the Bank

in respect of the Facility or any security granted may be kept to the credit of a non-interest bearing suspense account for such terms as the Bank deems fit without any obligation in the meantime to apply the same or any part thereof towards settlement of any liabilities due, and the Bank may prove for and agree to accept any distributions in respect of the whole or any part of such money and liabilities in the same manner as if no security had been created.

r) Remedies concurrent The Bank shall have the right to exercise any rights or remedies available to it under

this letter, any security or otherwise (including pursuing any right of sale or possession) against you or any party providing security for the Facility concurrently or successively as it may consider appropriate.

s) Severability If any provision herein is or becomes prohibited or unenforceable by law or any

applicable regulations, the remaining terms shall remain valid and enforceable and/or continue to be valid and enforceable in any other jurisdiction where the law provides that it is valid.

t) Exercise of remedies The Bank may exercise any right, power or remedy it may have, whether it is stated

here or conferred upon it by law even after a delay. All rights and powers of the Bank in law or equity are exercisable even if they overlap

with any rights and powers in these Terms. If the Bank does not act when it is entitled to, that does not mean it:

a) has agreed to your breach; or b) has given up its right; or c) is prevented from acting later. Where the Bank has expressly waived a default by you, this shall not impair any right, power or remedy of the Bank for any of your other defaults, whether occurring prior or subsequent to the waiver.

u) Interpretation

Unless the context otherwise requires words importing the singular number include the plural and vice versa and

reference to any gender includes all genders; reference to ‘facility’ shall mean a facility comprised within the Facility; references to "the Bank", "we", or "our" in this letter shall be understood to refer

to the Hongkong and Shanghai Banking Corporation Limited, Offshore Banking Unit Labuan.

The headings herein are for convenience and shall not affect construction of the terms of this letter. Where there are two (2) or more persons comprising the borrower, all covenants and terms shall be made by and binding upon them jointly and severally.

v) Governing law Except where expressly provided otherwise for any facility, the terms herein shall be

governed by and interpreted in accordance with the laws of Malaysia and the parties agree that the Malaysian courts shall have non-exclusive jurisdiction. The parties irrevocably waive any assertion of forum non conveniens to resolution of dispute in the Malaysian courts.



However the Bank is also subject to the laws of the Hong Kong Special Administrative

Region, People’s Republic of China (“HK-SAR”), which is the law of the place in which the Bank was organized and where the Bank’s head office is located, and, accordingly please note that Section 83 of the Banking Ordinance (which is a law of HK-SAR) has imposed on the Bank certain limitations on advances to persons related to its directors or employees. Please advise us whether you are in any way related to any of our directors or employees within the meaning of such Section 83 (the texts of which/clarification thereof will be available upon request). We would also ask, should you become so related subsequent to acknowledging this agreement, that you immediately advise us in writing.

w) Successors and assigns This letter shall be binding upon your heirs estate personal representatives and

successors in title and on the successors in title and assigns of the Bank. You shall not assign any of your rights or obligations hereunder. The Bank may assign the whole or any part of its rights or obligations by notice in writing to you.

x) Goods and Services Tax

If any goods and services tax (“GST”, which expression shall include any tax of a similar nature that may be substituted for it or levied in addition to it) is chargeable by law on any amount paid, transferred or received, or payable, transferable or receivable hereunder, by whatever name called, you shall promptly pay such GST and shall fully indemnify the Bank against such payment or liability (together with any interest, penalty, costs or expenses payable or incurred thereon) if the Bank is required by law to collect and make payment in respect of such GST. The Bank may apply all or part of the balance standing to the credit of any of your account(s) in or towards the discharge of any amount so payable by you to the Bank.

y) Dealing with financial crime and sanctions

The HSBC Group, which the Bank is part of, implements Financial Crime and Sanction Compliance Risk Management procedures. Such procedures include, but are not limited to: (a) screening, intercepting and investigating any instructions, communication, application or drawdown request for your banking facilities and or services, or any payment sent to or by any person, or on such person’s behalf, (b) investigating the source of or intended recipient of funds, (c) making further enquiries as to the status of a person or entity, whether they are subject to a sanction regime, or confirming a person’s identity and status. Exceptionally, such Financial Crime and Sanction Compliance Risk Management may lead to the Bank and or HSBC Group delaying, blocking or refusing the making or clearing of any payment, the processing of any instructions or application under the banking facilities/services or the provision of all or part thereof. To the extent permissible by Law, neither the Bank nor any other member of HSBC Group shall be liable to you or any third party in respect of any loss (however it arose) that was suffered or incurred by you or a third party, caused in whole or in part in connection with the undertaking of the Financial Crime and Sanction Compliance Risk Management activity. For the purposes above, Financial Crime and Sanction Compliance Risk Management means the detection, investigation and prevention of money laundering, terrorist financing, bribery, corruption, tax evasion, fraud, evasion of economic or trade sanctions, and / or any acts or attempts to circumvent or violate any Law relating to these matters. “Laws” includes any local or foreign law, regulation, judgment or court order, voluntary code, sanctions regime, agreement between any member of the HSBC Group and an Authority, or agreement or treaty between Authorities and applicable to HSBC or a member of HSBC Group; and “Authority or Authorities” includes any judicial, administrative, public or regulatory body, any government, any Tax Authority,



securities or future exchange, court, central bank or law enforcement body, or any of their agents with jurisdiction over any part of the HSBC Group.

*** END OF ANNEXURE ***



PURECIRCLE LIMITED 24 April 2020 Customer’s acknowledgment/acceptance We have viewed the foregoing terms of this Letter including the Annexure(s) and agree to the terms thereto. We acknowledge that notwithstanding anything to the contrary herein contained and whether it is prior to the time for annual review the Facility may be reviewed at any time and are subject to the Bank’s overriding right of suspension, withdrawal and repayment on demand, as well as the right to call for cash cover or other acceptable security on demand (which shall be in addition, and not subject to, any similar right stipulated for any facility). Nothing contained in the Letter shall be deemed to impose on the Bank any obligation to make or to continue to make available the Facility or any advances thereunder to us. We confirm our acceptance of the Facility and that the Bank’s agreement to provide us with the Facility will not contravene the provisions of Labuan Financial Services and Securities Act 2010 (‘Act’). We acknowledge the Bank’s right to recall the Facility in the event of any non-compliance with the said section of the Act. We also confirm we are not related to any of the directors or employees of the Bank within the meaning of such Section 83 of the Banking Ordinance of the Hong Kong Special Administrative Region. We acknowledge and consent in favour of The Hongkong and Shanghai Banking Corporation Limited, Offshore Banking Unit Labuan, and all companies within the HSBC Group and other third parties as indicated, to the recording, disclosure and processing of any information about us, our directors and relevant employees, to the HSBC Group and relevant third parties, where deemed appropriate and where necessary to comply with laws, regulations, guidelines, principles and policies applicable to the HSBC Group. We further agree that your Letter embodies in writing all the terms for the Facility to be granted to us and hereby confirm that any warranties, promises, representations or collateral agreements that may have been made to us, orally or otherwise by you in the course of the pre-contractual negotiations which have not now been included in this Letter shall hereafter be deemed to have lapsed and not legally binding upon you nor shall it be raised as a defence or to support any claim by us in any legal proceedings. We are responsible for assessing the terms in this Letter and the Facility and shall seek our own independent legal advice on them. ............................................................ Authorised signatories Date.............................................

27 April 2020

PRIVATE & CONFIDENTIAL - Purecircle · Resolution (or similar corporate authorisation) to be given...

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Transcript of PRIVATE & CONFIDENTIAL - Purecircle · Resolution (or similar corporate authorisation) to be given...