Super Micro Computer, Inc 8-K, filed Oct 12, 2021
Super Micro Computer, Inc. (SMCI)
8-K
2021-10-12
For: 2021-10-05
View Original
Added on
April 10, 2026
About this 8-K
Super Micro Computer, Inc filed this 8-K on October 12, 2021, reporting on events of October 5, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2021
(Exact name of registrant specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including Zip Code)
(408 ) 503-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement | ||||
On October 5, 2021 (the “Effective Date”), Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of Super Micro Computer, Inc. (the “Company”), entered into a credit facility (the “Credit Facility”) with Chang Hwa Commercial Bank, Ltd. (the “Bank”). The Credit Facility, which is being used to support the Company’s growth, permits borrowings of up to (i) NTD 1.0 billion (approximately US$36 million equivalent) and, (ii) US$20 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments; provided, that aggregate borrowings under the Credit Facility may not exceed NTD1.0 billion (the “Facility Cap”). The Credit Facility has customary default provisions permitting the Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in the event the Subsidiary has an overdue liability at another financial organization. The Company is not a guarantor of the Credit Facility.
Terms for specific drawdown instruments issued under the Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are to be set forth in separate loan contracts (each, a “Loan Contract”) negotiated with the Bank. Under three Loan Contracts entered into on the Effective Date, the Subsidiary and the Bank have agreed to each of the following:
(i)Subsidiary may choose one of the following, subject to the Facility Cap:
a.A Loan Contract providing for the drawdown of up to US$20 million for an import loan with a tenor of 180 days (the “Import O/A Loan”). The interest rate thereunder is based on LIBOR or TAIFX plus a fixed margin, subject to adjustment under certain circumstances; or
b.A Loan Contract providing for the drawdown of up to US$20 million for an export loan with a tenor of 120 days (the “Export O/A Loan”). The interest rate thereunder is based on LIBOR or TAIFX plus a fixed margin, subject to adjustment under certain circumstances.
(ii)A Loan Contract for a medium-term credit loan of up to NTD1.0 billion with a tenor of 5 years (the “Medium Term Loan”), subject to the Facility Cap. The Medium Term Loan will be used by the Subsidiary to support its manufacturing activities (such as purchase of materials and components), and to provide medium-term working capital (the “Permitted Uses”). Drawdowns under the Medium Term Loan may be made through July 31, 2022, with the first drawdown date not later than November 6,2021. Such drawdown period may be extended an additional one year with prior consent from the Bank, but no later than October 5, 2024. Drawdowns may be in amounts of up to 80% of Permitted Uses certified to the Bank in drawdown certificates.
During the first three years of the loan, the interest rate is at a fixed discount to a specified 2-year time savings deposit rate, subject to a floor. During the last two years of the loan, the interest rate is at a fixed premium to a specified 2-year time savings deposit rate, subject to a floor. The interest rate is subject to adjustment in certain circumstances, including in the event the Subsidiary is unable to comply with requirements related to accelerated investment by domestic corporations in Taiwan.
Principal is amortized evenly on a monthly basis, with principal payments subject to a one year grace period from the date of the first drawdown prior to the commencement of repayment.
None of the Import O/A Loan, Export O/A Loan, or Medium Term Loan are secured and there are no financial covenants. Under the Credit Facility, the Bank has the right to demand collateral for debts owed.
The foregoing descriptions of the Credit Facility and each of the Loan Contracts do not purport to be complete and are qualified in their entirety by reference to the English language translation of such documents, copies of which are filed hereby as Exhibits 10.1 through 10.4, and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | ||||
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) Exhibits | ||||||||
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 104 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUPER MICRO COMPUTER, INC. | ||||||||||||||||||||||||||
Date: October 12, 2021 | By: | /s/ Charles Liang | ||||||||||||||||||||||||
| President, Chief Executive Officer and Chairman of the Board | ||||||||||||||||||||||||||
Exhibit 10.1 CHB CHANG HWA BANK (Credit Authorization Agreement) (Fang 342 Bing) 2020.7. Page 1 of 8 Smile & Reach Out Credit Authorization Agreement Name of Borrower Super Micro Computer, Inc., Taiwan Customer's Custody No. 116558 Northern II District Operation Department Approval Seal Enterprise (Individual) Account Supervisor Account Administrator Name of Branch: Parties to Agreement Super Micro Computer, Inc., Taiwan
Page 2 of 8 The party to this Agreement (hereinafter referred to as the "Contracting Party") and Chang Hwa Commercial Bank (including its head office and all branches, hereinafter referred to as the "Bank") hereby agree that the Contracting Party’s all credit authorization business of the Bank (including guarantor/joint guarantor for the main debtor (except for otherwise specified to the joint guarantor, the term "guarantor" shall mean both "guarantor" and "joint guarantor")), is willing to adhere to in relation to all credit authorization business the following terms and conditions: Article 1: In case of the Contracting Party is the main debtor, all debts shall mean the Contracting Party's existing debts to the Bank in relation to bills, loans advances, overdrafts, guarantees and other debts (including previously incurred and not yet fully repaid), together with the interest, delay interest, default penalty, compensation for damages, relevant expenses and other ancillary burdens. In case of the Contracting Party is a guarantor, such debts would mean its liability as a guarantor for all debts incurred by the main debtor. Article 2: If there are changes to its name, organization, Articles of Association, contracting seal, representative, scope of representative or other issues that may affect the Bank's interests, Contracting Party shall immediately notify the Bank in writing such changes. Contracting Party shall further undertake relevant procedure of contracting seal change or cancellation. The Contracting Party shall be responsible for all credit authorization made before aforementioned notification or before the undertake of the relevant procedure for changing or cancellation of contracting seal, and shall be liable for any damage caused to the Bank. Article 3: The Contracting Party shall pay interest on all debts owed to the Bank in accordance with the interest rate stipulated in the respective credit authorization contracts. Except for otherwise agreed, interest shall be paid monthly. If the credit authorization contract does not expressly state any interest, the interest on debts incurred, the interest shall base on the benchmark interest rate (adjustable quarterly) published by the Bank plus a 3.5% annual interest rate, payable monthly. If such a benchmark interest rate is adjusted by the Bank, the aforesaid interest rate shall be adjusted accordingly on the date of announcement. Unless otherwise agreed upon default interest and liquidated damages, the Contracting Party shall pay default interest accrued at the interest rate stated in the preceding paragraph on the date the principal becomes mature (or is deemed mature), the advance payment date, or the agreed repayment date (date that installment payments are due) if the Contracting Party is late in repaying debts. From the date the principal becomes mature (or is deemed mature), the advancement payment date, or the agreed repayment date (date that installment payments are due), default interest on late payments shall be calculated at 10% of the default interest rate for the first 6 months, and at 20% of the default interest rate for the portion that is more than 6 months late. Article 4: Unless otherwise specified in the credit authorization agreement between the Contracting Party and Bank, interest on New Taiwan Dollar credit authorization contracts shall be calculated using the method below: 1. Mid-term and long-term loans [more than 1 year (exclusive)]: Interest shall be accrued on a monthly basis for the portion that reaches a full month; interest shall be calculated on a daily basis for the portion that is less than a month. Interest for full month(s) (regardless of the different number of days in each month) shall be calculated by multiplying the principal by the annual interest rate and then dividing by 12. Interest is calculated on a daily basis for any odd number of days less than one month. The principal is multiplied by the annual interest rate and divided by 365 (same for leap years), and then multiplied by the odd number of days to determine the interest on the odd number of days. If there are adjustments to the interest rate during a month in which interest is payable, the amount of interest payable shall be calculated based on the total number of days before and after the adjustment of interest rate as a ratio of the total number of days in the said month. 2. Short-term Loans [1 year or less (inclusive)]: Interest is calculated on a daily basis using 365 days in a year (same for leap years, i.e., the principal is multiplied by the annual interest rate and divided by 365 to obtain the amount of interest per day. Article 5: If the interest rate in the credit authorization contract entered between the Contracting Party and the Bank refers to the Bank's "benchmark interest rate," "term deposit interest index," or "term deposit benchmark interest rate," the determination of such an interest rate and its adjustment method shall be as follows: 1. "Benchmark Interest Rate" (1) Adjustment of the benchmark interest rate consists of "monthly adjustment" and "quarterly adjustment". They are defined as follows: A. Monthly adjustment: This Arithmetic mean portfolio of the "overnight inter-bank weighted average call loan rate" in one month and "the Bank's cost pricing factors" (such cost pricing factors include the Bank's operating costs, funding costs, taxes, ratio of bad debt provision and capital adequacy ratio prescribed by the competent authority, and rate of return for capital, etc.), and is calculated once every month, with the 15th day of each month being the date of effectiveness of periodic adjustment. If the calculation date falls on a public holiday, the calculation date shall be next available business day. B. Quarterly adjustment: This arithmetic mean portfolio of the "overnight inter-bank weighted average call loan rate" in three months and "the Bank's cost pricing factors", and is calculated every quarter, i.e. on the 15th day of March, June, September and December (the 15th being the effective date). If the calculation date falls on a public holiday, the calculation date shall be next available business day shall be the effective date. With respect to the portfolio consisting of "the Bank's cost pricing factors", if there are changes to such pricing factors, the Bank shall have the discretion to make adjustments at any time in accordance with the market changes. (2) The "overnight inter-bank weighted average call loan rate" in the above paragraphs refers to that of the "Taiwan Interbank Money Center". (3) The Benchmark Interest Rate shall be periodically adjusted (monthly adjustment/quarterly adjustment) according to the agreement between the Contracting Party and the Bank. In the absence of such an agreement,
Page 3 of 9 adjustments shall be made on a quarterly basis. The Contracting Party understands that, with regard to the calculation method and pricing for the latest adjustment to the Benchmark Interest Rate, the Bank will publish such adjustments on its official website for inquiry by the Contracting Party at any time. The Contracting Party forfeits its right to require separate notification with respect to the Bank's adjustment to its Benchmark Interest Rate. (4) In the event of major changes in the financial market such that the Bank's Benchmark Interest Rate deviates significantly from the market interest rate level, or that Taiwan Interbank Money Center revokes the "overnight inter-bank weighted average call loan rate", the Bank may, 10 days after posting public notice at its operating outlets, website or newspapers and magazines, change the Benchmark Interest Rate applicable to the Contracting Party to other interest rate pricing benchmarks. 2. "Term Deposit Interest Index" (1) The Term Deposit Interest Index is fixed based on the one-year ordinary savings term deposit interest rates (hereinafter called the "one-year term deposit interest rate") of nine banks in the R.O.C., namely Bank of Taiwan, Taiwan Cooperative Financial Holding, Land Bank of Taiwan, First Bank, Hua Nan Bank, Taiwan Business Bank, Cathay United Bank, Mega Bank and Taipei Fubon Bank (hereinafter collectively known as the "Reference Banks"). (2) Adjustment of the term deposit interest index consists of "monthly adjustment" and "quarterly adjustment". They are defined as follows: A. Monthly adjustment: Adjustment is made monthly, with the 8th day of each month being the adjustment effective date. B. Quarterly adjustment: Adjustment is made quarterly, with the 8th day of March, June, September and December as the respective adjustment effective dates. (3) The term deposit interest index is the average interest rate for the one-year term deposit of the nine banks as at 11:30 a.m. during the period of the 7 days before the effective date of periodic adjustment, i.e. from the 1st to 7th day of each month (in the case of monthly adjustment) or 1st to 7th day of March, June, September and December (in the case of quarterly adjustment) published on the Central Bank's website. In order to protect the interests of the Contracting Party, the two banks with the lowest term deposit interest rates and two banks with the highest term deposit interest rates will be excluded, with the remaining five banks' term deposit interest rates used to calculate the arithmetic mean, which will be the basis for the term deposit interest index (rounded to the second decimal place). The calculation date shall fall on the following business day if it coincides with a public holiday. The Contracting Party understands that, with regard to the calculation method and pricing for the latest adjustment to the term deposit interest index, the Bank will publish such adjustments on its official website for inquiry by the Contracting Party at any time. The Contracting Party hereby forfeits its right to require separate notification with respect to the Bank's adjustment to the term deposit interest index. The term deposit interest index shall be periodically adjusted (monthly adjustment/quarterly adjustment) according to the agreement between the Contracting Party and the Bank. In the absence of such an agreement, adjustments shall be made on a quarterly basis. (4) The Contracting Party agrees that under the following circumstances the Bank shall have full discretion to change any of the reference banks with regard to the term deposit interest index, and replace such banks with other banks in the R.O.C.: A. The reference bank in question undergoes any of the following: merger or acquisition; is no longer in existence; ceases operation; undergoes bankruptcy or reorganization, or is ordered by the authorities pursuant to the Banking Act to cease operation, or be subject to supervision, takeover or revocation of license. B. The short-term bond rating of the reference bank in question is lower than the twB level according to Taiwan Ratings. C. The reference bank in question ceases to accept one-year fixed deposits. (5) In the event of major changes in the financial market such that the Bank's term deposit interest index deviates significantly from the market interest rate level or that the financial market ceases to accept fixed deposits, the Bank may, 10 days after posting a public notice at its operating outlets, website or newspapers and magazines, change the term deposit interest index applicable to the Contracting Party to other interest rate pricing benchmarks. 3. "Term Deposit Benchmark Interest Rate" The calculation and adjustment method is as follows: (1) The Term Deposit Benchmark Interest Rate is based on the one-year ordinary term deposit interest rates (hereinafter referred to as the "one-year term deposit interest rate") of six banks in the R.O.C., namely Bank of Taiwan, Land Bank, Taiwan Cooperative Bank, First Bank, Hua Nan Bank, and Taiwan Business Bank (hereinafter collectively known as the "sample banks"). (2) Adjustment of the term deposit benchmark interest rate consists of "monthly adjustment" and "quarterly adjustment". They are defined as follows: A. Monthly adjustment: Adjustment is made monthly, with the 15th day of each month being the adjustment effective date. B. Quarterly adjustment: Adjustment is made every three months, with the 15th day of January, April, July, and October being the adjustment effective date. (3) The term deposit benchmark interest rate is adjusted based on the average interest rate for one-year term deposits announced by the six sample banks on the Central Bank's website for the previous business day on days 6-10 of the month (the previous business day is used if it is holiday). The average interest rate is rounded to the second decimal place. The Contracting Party understands that the Bank will publish the latest term
Page 4 of 9 deposit benchmark interest rate on its official website for inquiry by the Contracting Party at any time. (4) Changing sample banks for the term deposit benchmark interest rate and announcement: A. The Contracting Party agrees that the Bank may change the sample banks for the term deposit benchmark interest rate under any one of the following situations: a. The sample bank in question undergoes any of the following: merger or acquisition; is no longer in existence; ceases operation; undergoes bankruptcy or reorganization, or is ordered by the authorities pursuant to the Banking Act to cease operation, or be subject to supervision, takeover or revocation of license. b. The short-term bond rating of the sample bank in question is lower than the level of twB according to Taiwan Ratings. c. The sample bank stops offering 1-year term deposit interest rate products. B. The Bank shall announce changes to any sample bank according to this clause via the following channels: a. Announcement on a signboard in the Bank's lobby. b. Announcement on the interest rate board on the Bank's website. (5) In the event the Bank's term deposit interest index deviates significantly from the market interest rate level or the financial market ceases to offer one-year term deposits, the Bank may, 10 days after posting a public notice at its business locations, website, or newspapers and magazines, change the basis for term deposit interest rates to other the benchmark interest rate. Article 6: If the debt owed by the Contracting Party to the Bank is denominated in a foreign currency, the Contracting Party shall repay the debt in the same foreign currency, or the equivalent in NTD after obtaining approval from the Bank. The Contracting Party shall be responsible for obtaining foreign exchange approval or other necessary approvals needed to repay the debt in the foreign currency. The Contracting Party shall not be exempted from its obligation to repay the debt in the foreign currency if it does not obtain the aforementioned approval. If the debt is repaid in an equivalent amount in NTD, the Contracting Party agrees to the Bank's spot exchange rate on the repayment date for conversion. The same shall apply when the Bank exercises the right to offset debts owed by the Contracting Party. Unless otherwise regulated by the law, if the Contracting Party fails to repay its foreign currency-denominated debts owed to the Bank in accordance with the contract, the Bank may on its own accord convert the principal amount, interest and relevant charges into New Taiwan Dollars based on its published spot foreign exchange sale rate as at the date of such conversion. The Contracting Party shall not be entitled to raise any objections to the date of conversion, transaction time or exchange rate, etc. Article 7: In order to ensure the Contracting Party's fulfillment of all its liabilities to the Bank, if the main debtor it is so required by the Bank, the Contracting Party shall, together with its joint guarantor as a joint-issuer, issue a bank draft and authorization letter in favor of the Bank for the latter's retention. Upon part or all of the debt becoming deemed due by the Bank, the joint-issuers authorize the Bank to enter at any time the due date, commencement date of interest and interest rate in such bank draft, and exercise its rights over such bank draft. If a result of the prevailing circumstances the Bank is of the opinion that there is a necessity to replace the bank draft and authorization letter referred to in the preceding paragraph, the joint-issuers shall jointly issue a fresh bank draft and authorization letter for the Bank's retention, in replacement of the original bank draft and authorization letter. Neither the Contracting Party nor the joint guarantor shall be allowed to evade such a responsibility. Otherwise the Bank may deem that part or all of the debt is due, whereupon the joint-issuers of the bank draft shall authorize the Bank to enter the due date, commencement date of interest and interest rate in such bank draft, and exercise its rights over such bank draft. Article 8: If the credit authorization contract entered between the Contracting Party and the Bank prohibits early repayment of debt, and the Contracting Party intends to make early repayment, it must obtain the Bank's prior consent. Article 9: Unless otherwise agreed upon in the contract, the Contracting Party's repayment of debts owed to the Bank, including the principal sum, interest (including default interest), liquidated damages, and payment of other expenses may, if such day falls on non-business days, be deferred to the next business day. If the repayment method agreed to by the Contracting Party evenly distributes the principal and interest between installments, when the amount payable for each installment is affected by an interest rate adjustment, change in number of installments, and (or) early repayment of the principal, the Bank will recalculate the amount payable each month effective from the next payment. Article 10: If the Contracting Party is a main debtor, the Bank may demand that it provide appropriate collateral for all of its debts. The Contracting Party shall be required to immediately notify the Bank with respect to any changes to the current status of such collateral. If the Contracting Party intends to change the current status of collateral, it must obtain prior written consent from the Bank. If the said collateral is destroyed, lost or suffers impairment of value, whether or not it is attributed to the Contracting Party, the Contracting Party shall be required to notify the Bank. The Contracting Party shall furthermore provide within a certain deadline to provide additional collateral for an amount equivalent to the impairment, failing which the Bank shall be entitled to demand that the Contracting Party repay all debts and pay compensation for losses incurred. If the collateral is in the form of physical items, the Bank shall be absolved from the return of the said physical items or compensation for damages that may be caused for any of the aforesaid reasons. The Contracting Party hereby declares as follows: "The entire collateral provided to the Bank is lawfully owned by the Contracting Party or provider of the collateral; no other individuals have any rights over the said collateral. If the above declaration is untrue or if there are subsequent defects to the collateral or disputes involving the said collateral, the Contracting Party or the provider of collateral shall provide to the Bank other collateral of equivalent or higher value that is acceptable to the Bank, or make full repayment of all debts. The Contracting Party shall be liable to fully compensate the Bank for any losses incurred as a result thereof." The Contracting Party or the provider of collateral shall procure, from insurance companies annually, suitable insurance or other insurance required by the Bank. The insured sum or terms shall require the Bank's consent, with
Page 5 of 9 the Bank being nominated as the Beneficiary. The Contracting Party shall bear all insurance premiums and other relevant expenses. If the Contracting Party or the provider of collateral fails to so procure insurance or extend its coverage, the Bank can do so on its behalf, and insurance premiums and other relevant expenses advanced by the Bank may be incorporated into the principal sum of any of the debts owed to the Bank, with interest payable in accordance with the agreed rate for such principal sums. If an adjustment to the "Taiwan Housing Construction Cost Reference Table" results in a change in the insurance amount or premiums, the Contracting Party or collateral provider agrees that the Bank may renew or purchase insurance based on the result of the adjustment with this Agreement as proof of the authorization. If the Contracting Party or collateral provider fails to purchase or renew insurance, the Bank may use this Agreement as a power of attorney to do so on its behalf. The Contracting Party or collateral provider shall immediately repay the Bank for insurance premiums and other relevant expenses advanced by the Bank, otherwise the advances may be incorporated into the principal sum of any of the debts owed to the Bank, with interest payable in accordance with the agreed rate for such principal sums. However, the Bank is not obligated to purchase or renew insurance or pay premiums on behalf of the Contracting Party. If the Bank purchases insurance on behalf of the Contracting Party or collateral provider and the Bank is the agent for the insurance product purchased, the Contracting Party agrees that the Bank may still purchase the insurance on behalf of the Contracting Party without being restricted by Article 106 of the Civil Code. If part or all of the debts owed to the Bank becomes due, the Bank shall have the discretion to use the collateral to offset all debts owed by the Contracting Party to the Bank. If this is insufficient, the Contracting Party shall be willing to make up for such a shortfall. The formation, variation and disposal of the collateral shall be in accordance with the relevant laws and the terms of the agreement entered between the Contracting Party and the Bank. Article 11: If the Contracting Party is the main debtor, the Bank may demand that it sets up, in its own name, a current deposit account entitled "Special Indemnity Account". The Contracting Party shall not without the Bank's consent use the deposits in such an account. It shall furthermore not close the account without the Bank's written consent. This Agreement is proof of the Contracting Party authorizing the Bank to utilize the funds in such an account at any time to repay any debts owed by the Contracting Party to the Bank. Article 12: If the Contracting Party, being the main debtor, is involved in any of the following circumstances, the Bank may, without prior notices or reminders and at any time, reduce the credit authorization limit granted to the Contracting Party under the respective credit authorization contracts entered by it, or shorten the term of its loan repayment, or declare that part or all of its liabilities become due; (1) Failure to fully repay any debt or installment of the principal sum. (2) Application for or being subject to an application for mediation or bankruptcy under the Bankruptcy Law or the Statute for Consumer Debt Clearance; application for or being subject to an application for company reorganization; notification by the Taiwan Payments Clearance System with respect to rejection of processing; cessation of operations; repayment of debt; or being ordered by the competent authority or the court to be dissolved. (3) Failure to fulfill its duty of providing collateral in accordance with the agreement. (4) Confiscation of its main assets as a result of criminal offenses. (5) Occurrence of death and its successors declare waived succession or apply to the court for liquidation procedures for limited succession. (6) Financial reports, materials, information or relevant documents provided by the Contracting Party have been found by the Bank to be false or deliberately concealed. (7) Any statement, representation, declaration, consent or undertaking given in accordance with the agreement or credit authorization contract has been found by the Bank to be false or deliberately concealed. (8) The government permits, registrations or licenses required for the purposes for which the Bank has granted its credit authorization have ceased or been revoked, or such purposes have for certain reasons become illegal. (9) The Contracting Party is found to have been involved in major fraud involving internal control or its assets have been found to have been removed, with respect to which it is required to make a major announcement in accordance with the Securities Trading Act. (10) Regardless of its identity as the main debtor or guarantor, the Contracting Party is unable to repay its debts to financial institutions or other third parties, or there are circumstances such that such debts become due in advance. (11) A warrant of arrest has been issued against the Contracting Party or its person-in-charge, whether in Taiwan or overseas, as a result of suspected criminal activity, or the Contracting Party or its person-in-charge has been arrested or sentenced to imprisonment. (12) If the Contracting Party's director, supervisor or other authorized guarantor is no longer liable for the guarantee as a result of resignation, expiration of appointment or other factors involving cessation of responsibility, the Bank can demand the Contracting Party, within a certain deadline, replace or add guarantors, or the original guarantor can express its consent to continue as guarantor but has failed to do so within the deadline. Article 13: If the Contracting Party, being the main debtor, is involved in any of the following circumstances, the Bank may, following prior notices or reminders within a reasonable time, at any time reduce the credit authorization limit granted to the Contracting Party under the respective credit authorization contracts entered by it, or shorten the term of its loan repayment, or declare that part or all of its liabilities has become due: (1) Interest for any single loan is not duly paid. (2) The collateral has been seized or lost, or its value impaired or is insufficient to cover the liability. (3) The actual funds in debts owed to the Bank are used for a purpose other than that approved by the Bank. (4) The Contracting Party is subject to compulsory enforcement or provisional seizure, provisional injunction or other injunction measures such that there is a risk of the Bank not being repaid.
Page 6 of 9 (5) The Contracting Party or its person-in-charge uses bills to repay, but has previous records of its bills not being honored with full repayment or not honored on presentation for payment. (6) The indemnity notes provided by the Contracting Party is not honored upon presentation at its due date and the Contracting Party fails to replace the note or repay the amount on the note within a certain deadline. (7) The Contracting Party is in breach of or fails to fulfill any of the provisions in the credit authorization contracts with the Bank. (8) There are changes to the Contracting Party's organization, or significant changes in its operating items, or the Contracting Party carries out actions in the sub-paragraphs in Paragraph 1, Article 185 of the Company Law, where it undergoes division, merger or enters a financial state that is unfavorable to the Contracting Party. (9) The Contracting Party establishes a trust of its assets with a third party as beneficiary without obtaining the Bank's consent. (10) If the Contracting Party's guarantor is involved in Paragraphs (1)-(4), (9)-(11) in the preceding Article or Paragraph (1), (4), (5), (7) and (8) of this Article, or death occurs to it, and the Contracting Party has failed to replace or the guarantor or add new guarantor within a certain deadline given by the Bank. (11) The related enterprise of the Contracting Party or its person-in-charge as defined in Chapter 6-1 of the Company Law, or the enterprise in which the Contracting Party or its person-in-charge acts as director, supervisor or manager, is involved in Paragraph (1) or (2) of the preceding Article, or Paragraph (1), (4) or (5) of this Article. Article 14: Anti-Money Laundering and Counter Terrorism Financing Clause: 1. The Borrower agrees that, for the purpose of AML/CFT, the Bank may handle matters according to the Money Laundering Control Act, Counter Terrorism Financing Act, Regulations Governing Anti-Money Laundering of Financial Institutions, Regulations Governing Internal Audit and Internal Control System of Anti-Money Laundering and Countering Terrorism Financing of the Banking Industry and Other Financial Institutions Designated by the Financial Supervisory Commission, and Template of Guidelines Governing Anti-Money Laundering and Combating the Financing of Terrorism by the Bankers Association, etc. 2. If the Contracting Party has any one of the following situations, the Bank may refuse or suspend the Contracting Party's drawdown or reduce the credit limit, or shorten the term of its loan repayment, or declare that part or all of its liabilities become due, or take other necessary measures: (1) The Borrower or its beneficial owner, senior executives, related party (e.g. legal representative, agent, and authorized persons), or transaction counterparty is identified as an individual, corporate entity or organization sanctioned under the Terrorism Financing Prevention Act, or a terrorist or terrorist organization identified by a foreign government or international organization. (2) The Borrower does not cooperate with the Bank's review (including but not limited to telephone, letter, or on- site inspections), or refuses or delays providing information on the Borrower, beneficial owner (including but not limited to equity structure, senior executives, and related parties), or the person exercising control over the Borrower, or is unwilling to explain the nature and purpose of transaction or source of funds. Article 15: If the Contracting Party is found to be involved in Articles 12 to 14 of this Agreement, the Bank may, in addition to carrying out the aforesaid provisions, dispose of the collateral or present the note for payment and adopt related measures in accordance with the law. If the Contracting Party is the main debtor, and its director, supervisor or other authorized guarantor resigns, terminates appointment or is removed from its position, the Contracting Party shall immediately cease to use the credit limit granted under the respective credit authorization contracts. It shall furthermore take the initiative to notify the bank. If the Contracting Party fails to cease using the credit authorization limit or notify the Bank such as to cause the Bank to incur losses, the Contracting Party shall be liable to indemnify it against such losses. Article 16: If any of the debts owed by the Contracting Party to the Bank becomes due (including those that are deemed as having become due) are not repaid, the Contracting Party hereby agrees that with respect to its deposits maintained with the Bank and all debts owed by others to the Contracting Party, the Bank shall have the right to offset such deposits and debts owed by others to the Contracting Party against all debts owed to the Bank. The Bank shall have the right of full repayment even if such deposits or right over debts owed by others to the Contracting Party have not become due. It may utilize all aforesaid debts owed by the Contracting Party to the Bank in advance. If the deposits in the preceding paragraph are in the form of check deposits, the Contracting Party understands and consents that any agreements entered between it and the Bank for check deposits will cease to be of effect in the event of a breach of this Agreement, or any credit authorization contract entered between it and the Bank and upon the Bank's claim in accordance with such an agreement or contracts as becoming due, thus constituting the requisite condition for termination of such check deposit agreements. In such a case the Bank shall immediately return to the Contracting Party any deposit balances in the Contracting Party's account, and utilize such balances to be refunded towards repayment by the Contracting Party of all debts owed to the Bank. If other creditors of the Contracting Party carries out compulsory enforcement of various deposits maintained by the Contracting Party with the Bank, and the relevant enforcement court has issued an enforcement order to the Bank with respect to such deposits (including, without limitation, orders of seizure, collection, transfer or direction for payment, etc.), the Bank shall have the right to claim that all debts owed by the Contracting Party to the Bank are equivalent to the deposits or other creditor's rights seized by such enforcement orders or other legal acts with similar effect. The Bank shall have the right to deem the deposits or creditor's rights mature and exercise its right to offset them against debts owed by the Contracting Party to it without notification. The expression of intention for offset in the preceding three sub-paragraphs shall take effective at the time of delivery or deemed delivery of the Bank's issuance of notice of offset to the Contracting Party, and upon the Bank carrying out book deduction. At the same time, all deposit notes, passbooks or other proofs of deposits issued by the Bank to the Contracting Party shall, insofar as they are involved in such deduction for offset, become invalid. If the Contracting Party maintains other forms of property at the Bank, the Bank shall have the right to exercise its
Page 7 of 9 lien or offset before the Contracting Party has fully repaid its debts owed to the Bank. If the balances deducted by the Bank pursuant to its right of offset are insufficient to repay all debts owed by the Contracting Party to the Bank, the Contracting Party shall continue to be liable to make repayment. Article 17: If, in relation to all debts owed by the Contracting Party to the Bank, the Contracting Party's payment, the funds automatically transferred by the bank for repayment in accordance with its agreement with the Contracting Party, the collateral disposed by the Bank, or disposal of the assets of the Contracting Party or relevant debtor on commercial bill, are insufficient to offset all or any of the debts owed by the Contracting Party, the Contracting Party hereby agrees that the Bank can designate such debts to be offset. Furthermore, the Bank may offset in the following order: all expenses (including insurance premiums and other expenses advanced by the Bank for the collateral), the default penalty, the delay interest, the interest, and the principal sum. Article 18: If the Contracting Party is the main debtor, the Contracting Party agrees to accept any supervision from the Bank over the intended use of the loan, audits of business performance and financial position, inspection and supervision of collateral, and review of relevant accounts, books, statements (including the consolidated financial statements of any affiliates), receipts, and documents. The Bank may, as it deems necessary, request that the Contracting Party prepare and provide the aforesaid information and data periodically or furnish any accounting and financial statements audited by a certified public accountant approved by the Bank and, in addition thereto, advise the said certified public account to provide a copy of his work, but the Bank is obligated to supervise, audit, inspect, oversee, and review the working papers. If the Bank believes that the Contracting Party's financial structure requires improvement, the Bank may require the Contracting Party to take action to improve its financial structure, and the Contracting Party must immediately comply. If the Contracting Party is the main debtor, it shall require the certified accountants who audit and reviewed its financial statements to submit a duplicate copy to the Joint Credit Information Center. Article 19: The Contracting Party agrees for specific purposes, such as businesses defined in the Bank's business registration or listed in the Bank's Articles of Association, the Bank may collate, process, and use (including internationally transmit) information on the Contracting Party and/or its person-in-charge (including, without limitation, its financial information and Customs clearance information). The Contracting Party further agrees that the Bank may provide such information to the Joint Credit Information Center, Credit Guarantee Fund for SME, Overseas Credit Guarantee Fund, National Credit Card Center of ROC, Taiwan Clearing House, Financial Information Service Co., Ltd., Securities and Futures Bureau, Financial Supervisory Commission, Taiwan Depository and Clearing Corporation, TPEx, transferee or co-participant (or proposed transferee or co-participant) of the debts owed to the Bank, individuals appointed by the Bank to handle its affairs, and other institutions designated by the Financial Supervisory Commission or those with which for business reasons the Bank is required to enter into contract, to collate, process, and use (including international transmission), insofar as they are for special purposes such as businesses defined in such entities' business registration or their Articles of Association, information on the Contracting Party and/or its person- in-charge. Article 20: The Contracting Party hereby agrees that the Bank may, for business requirements, outsource the relevant credit authorization operations and collection operations. In addition, it agrees that a third party so entrusted by the Bank can collate, process, and use (internationally transmit), insofar as they are within the scope defined in the preceding Article, information on the Contracting Party and/or its person-in-charge, provided that such a third party and its employees maintain confidentiality regarding such information in accordance with laws and regulations. Article 21: The Contracting Party hereby agrees that the Bank may, for the purpose of transferring the debt and special objectives, provide to the transferee of such debt (including prospective debt transferee) and persons involved in conducting due diligence for the transferee, all information relating to the debts owed by the Contracting Party to the Bank (if the Contracting Party is an individual, such information would include its personal information). If the abovementioned purpose involves the establishment of asset trust or debt assignments for the purpose of securitization of financial assets, the Contracting Party hereby agrees that the Bank may replace its notice by way of public announcement, whereupon the Bank shall not be required to separately notify or post proof of public announcement to the Contracting Party. Article 22: If the Bank in good faith accepts the contracts executed by the Contracting Party or endorsement, guarantees or undertakings or other documents signed and issued by the Contracting Party in relation to the respective credit authorization business, despite that the Contracting Party's seal has been used without its knowledge, or if the Bank has exercised its due care and diligence with respect to the aforesaid documents or despite that the Contracting Party's seal has been forged, the Contracting Party shall bear all responsibility for losses incurred. If the Bank is able to prove that its possession of acknowledgment of debt, letter of undertaking, guarantee document and all relevant documents signed and issued by the Contracting Party is the result of the credit authorization businesses carried out by the Bank in accordance with their contracts, the Contracting Party shall bear the responsibility for such documents. If its seal has been used without its knowledge or has been forged, all losses incurred as a result thereof shall be pursuant to the preceding paragraph. Article 23: If the Contracting Party's debts owed to the Bank are subject to misplacement, loss, or destruction as a result of changes in debt vouchers, force majeure events, or events that are not attributable to the Bank, the Contracting Party agrees that separate proofs of debt may be established in accordance with the Bank's records. The Contracting Party shall furthermore render its cooperation to the Bank with respect to any procedures for reporting loss or suspension of payment prescribed by the law. Except for the case if the Contracting Party is able to prove any errors in the amount stated in the Bank's accounts book, notice, computerized form and photocopies of correspondence, etc., the Contracting Party shall accept the amount stated in the aforesaid accounts book. It shall furthermore repay all relevant expenses, default penalty, delay interest, interest and principal sum upon the due date (or deemed due date) of such debts. Article 24: Any individual or entity which holds the receipt or proof of custody issued by the Bank with respect to the Contracting
Page 8 of 9 Party's collateral, or the Contracting Party's seal, shall be deemed to be the Contracting Party's agent; the Bank shall accede to the requests of such an individual or entity with respect to the return or replacement of collateral and relevant documents. However, this does not apply when the Bank is clearly aware or able to determine that the agent does not have authorization. Article 25: The Contracting Party agrees to indemnify the Bank with respect to litigation expenses (except for those incurred in litigation in which the court rules against the Bank), insurance premiums for collateral and all other necessary expenses incurred by the Bank in order to protect its interest with respect to any debt owed to the Bank in which the Contracting Party has failed to fulfill. Article 26: If the Contracting Party is also the joint-guarantor, it shall be jointly and severally liable for repayment of all debts unpaid by the main debtor. It shall furthermore agree to the following: (1) The Bank shall not be required to seek indemnity by way of the collateral before seeking indemnity from the Contracting Party. (2) The Contracting Party makes repayment of all debts owed by the main debtor, then insofar as it is within the scope of such repayment, the Contracting Party's right of claim against the main debtor and rights which it assumes from the Bank shall rank after the Bank's right of claim against the main debtor. (3) Upon the Contracting Party repaying all debts on behalf of the main debtor and upon it lawfully requesting the Bank transferring the collateral, the Contracting Party shall not raise any objections with respect to any defects in the collateral. Article 27: The Contracting Party agrees that if a related third party repays the debt owed by the Contracting Party to the Bank, the Bank may provide the amount of the principal, interest rate, interest accrued, liquidated damages, repayment date, and payment records to the third party. Article 28: All signatures and contract seals have been personally affixed by the Contracting Party. Unless otherwise provided, any credit authorization transactions between the Contracting Party and the Bank shall be effective only with the Contracting Party's contract seal. Article 29: The Contracting Party and Bank agree to use electronic documents as a means of expression and have the same effect as written documents. Electronic document refers to any text, audio, image, video, or other type of data transmitted by the Contracting Party or Bank over the Internet, which has been arranged in electronic or other form that is not directly recognizable, but can be processed electronically to convey meaning. Article 30: If there are any changes to the Contracting Party's address as stated in this agreement, it should immediately notify the Bank in writing. In the event it fails to so notify the Bank, the address stated in this Agreement shall be deemed the last known address of the Contracting Party for notices issued by the Bank. Any documents that are issued by the Bank to the address stated in this Agreement or the address last notified by the Contracting Party shall be deemed to have been delivered after the normal postal period. The Contracting Party agrees that the Bank may notify the Contracting Party of a change in business location via a notification in writing, on the Bank's website, or on a newspaper. Article 31: Unless otherwise agreed upon, the place of fulfillment of all debts owed by the Contracting Party to the Bank shall be that at which the Bank grants credit authorization to the Contracting Party. Article 32: Unless otherwise agreed upon, the laws of the Republic of China shall be the governing law for all debts owed by the Contracting Party to the Bank. In cases of legal disputes, both parties agree that Taiwan Taipei District Court shall be the court of first instance. However, if the law contains special provisions on exclusive jurisdiction, the provisions shall prevail. Article 33: This Agreement consists of general articles, which supplement the respective credit authorization contracts. It shall take effect upon the Contracting Party affixing its signature or contract seal. Article 34: Complaint hotline: If the Contracting Party has any questions or complaints regarding the Agreement, it may use the contact method below or visit the Bank's business location: ■ Telephone: 412-2222 (Landline); (02)412-2222 (Mobile Phone) ■ E-MAIL: www.bankchb.com/Customer service center/Customer comments □ Fax: □ Address: Individually negotiated provisions: (to take effect upon the Contracting Party affixing its signature or contract seal) Articles 3, 7, 8, 10, 11, 12 (5)-(12), 13 (5)-(11), 14, 15, 27, and 28 are individual negotiated provisions. The Contracting Party hereby declares that it has fully reviewed and understood their contents and agrees to comply with such provisions. Borrower: (Signature or contract seal) To: Chang Hwa Commercial Bank [The Contracting Party hereby declares that it has reviewed all the provisions in this Agreement within a reasonable period and has fully understood their implications, including important contents, rights, and obligations described by the Bank in bold text, whereupon it agrees to affix its signature and seal below] Contracting Party Name or Trade Name ※ Company Name or Business Name should be completed in full. Super Micro Computer, Inc., Taiwan Contract Seal /s/ Super Micro Incorporation, Taiwan Company stamp Date: October 5, 2021 Business Tax ID: 12729477 Address: 3F., No.150, Jian 1st Rd., Zhonghe Dist., New Taipei City
Page 9 of 9 23511, Taiwan (R.O.C.) /s/ CHUN-LAI HSU stamp Personal stamp Date: October 5, 2021 Person-in-charge Title Name Chairman of BOD CHUN-LAI HSU Signature of Guarantor for Contracting Party or person-in-charge /s/ CHUN-LAI HSU Chairman of BOD Date: October 5, 2021 2021(yyyy)_10(mm)_05(dd) Information on Guarantor (to be completed by the Bank) Domicile of signatory Date of Birth _____(yyyy)___(mm)___(dd) Place of Guarantee and Guarantor Place of Guarantee Guarantor Date of witness _____(yyyy)___(mm)___(dd) _____(yyyy)___(mm)___(dd)
Exhibit 10.2 CHB CHANG HWA BANK (Imported Goods Loan Agreement) (Fang 220 Ding) 2019.05 Page 1 of 8 Smile & Reach Out Imported Goods Loan Agreement Parties to Agreement Super Micro Computer, Inc., Taiwan Customer's Custody No. 116558 Credit Limit NT$_________ [Currency] USD [Amount] $20,000,000 (or equivalent in foreign currency) Northern II District Operation Department Approval Seal Enterprise (Individual) Account Supervisor Account Administrator Name of Branch: Chengdong Branch
CHB CHANG HWA BANK Page 2 of 8 Imported Goods Loan Agreement __ Super Micro Computer, Inc., Taiwan __ (hereinafter referred to as the Borrower") hereby agrees to the following terms and conditions of Chang Hwa Commercial Bank, Ltd. (including the head office and branches, hereinafter collectively referred to as the "Bank") for a imported goods loan (hereinafter referred to as the "Loan") to procure or make payments for goods overseas: Article 1. (Purpose of the Loan) The Loan is provided for the Borrower to borrow USD or an equivalent amount in foreign currency or NTD from the Bank during the drawdown period to purchase and make payments for goods overseas. The Borrower may request that the Bank issue a L/C, provide shipping guarantee/bill endorsement, or provide a loan (advance payment). The type, method, conditions, and contents of loans must be approved by the Bank. The Borrower also agrees to comply with the Foreign Exchange Regulation Act and other laws and regulations related. If import of goods require approval from the competent authority before being imported, each item must be approved by the competent authority before being imported. Article 2. (Credit Limit) I. Credit limit under the Agreement: NT$____________________________________ (Currency) _USD_ Amount: $__20,000,000_ (or equivalent in foreign currency). II. If the Borrower has submitted an application to the Bank for issuance of a L/C, loan (advance payment), shipping guarantee or duplicate B/L endorsement before signing the Agreement, the Borrower is willing to bear the responsibility of repayment according to the following terms and conditions of the Agreement. Article 3. (Drawdown period and method) I. Drawdown Period: From the contract signing date to ____/____/____(yyyy/mm/dd) From the contract signing date to ____/____/____(yyyy/mm/dd) However, the original drawdown period may be extended by 1 year if approval is obtained from the Bank before the period expires. The extended period may not exceed ____/____/____(yyyy/mm/dd). II. Drawdown method: Divided into revolving and non-revolving (defined below). The Borrower shall apply for drawdown according to the method and within the credit limit and period approved by the Bank. (I) Revolving basis: A drawdown application may be submitted within the credit limit after the amount withdrawn is repaid. (II) Non-revolving basis: One or multiple drawdowns may be made, but the credit limit is not replenished once it is drawn down and repaid. Article 4. (Interest rate basis and adjustment) I. If the loans under the Agreement are NTD loans, interest shall be calculated using 365 days in a year. For foreign currency loans, interest on GBP, HKD, SGD, ZAR, and THB loans are calculated using 365 days in a year, and interest on loans in other foreign currencies is calculated using 360 days in a year. Unless otherwise agreed upon, interest accrued on loans shall be paid on a monthly basis. II. If a floating interest rate is used for the loans under the Agreement, the Borrower agrees that interest shall be accrued at the adjusted interest rate plus/minus a fixed percentage from the date of adjustment, and that the Bank does not need to separately notify the Borrower of adjustments. Article 5. (Effective period of the Agreement) I. The Borrower shall be responsible for repaying loans under the Agreement, even if the maturity date is after the drawdown period. II. The Agreement is effective from the contract signing date to the date the Borrower repays all debts and performs all obligations under the Agreement. The aforementioned all debts under the Agreement refers to the notes, loans, advance payments, and other debts (including but not
CHB CHANG HWA BANK Page 3 of 8 limited to interest, deferred interest, liquidated damages, damage compensation, and other expenses) owed by the contracting party to the Bank. Article 6. (Application for issuance of L/C) The Borrower may submit one or more applications to the Bank to issue a L/C or for a loan (advance payment) within the credit limit during the drawdown period. The Borrower must submit a L/C Issuance Application Form and documents required by the Bank for each drawdown. The Borrower acknowledges that the difference between the amount on each L/C and guarantee, as well as all interest accrued and expenses incurred, are the amount of payment or advancement payment by the Bank on behalf of the Borrower, and agrees that the L/C Issuance Application Form, exchange settlement certificate for L/C, and (or) related documents held by the Bank are certificates of claim. If the amount of advance payment specified on the exchange settlement certificate for L/C does not match the actual amount of advance payment, then the amount shall be based on the amount specified on related documents held by the Bank (including advance payment notices or other similar documents from foreign agent bank, negotiating bank, or correspondent bank) or the Bank's account book or computer files. Article 7. (Prohibition of revocation of credit and authorized payment) When the Borrower submits an application from the Bank to issue a L/C, the amount of the L/C shall be based on the L/C Issuance Application Form. The amount includes the amount of advance payment under the Agreement and the amount of guarantee deposited by the Borrower at the Bank in advance. After the Bank issues the L/C above, the L/C may not be revoked for any reason. The Borrower authorizes the Bank to pay checks or make payments under each L/C. The prohibition of revocation of L/C does not apply if consent is obtained from the beneficiary and other related person of the L/C. Article 8. (Issuance, repayment, and loan period) When the Borrower submits an application for issuance of L/C, the Borrower must deposit a guarantee for foreign exchange settlement according to the Bank's regulations, and the Bank will make an advance payment of the remaining amount. The Borrower shall repay the Bank for the advance payment in the equivalent amount in NTD calculated using the spot foreign exchange sell rate announced by the Bank on the repayment date, or the same amount in the same foreign currency, and may not delay repayment. The period of each loan may not exceed 180 days from the date of payment by the Bank or the Bank's foreign agent bank or the negotiation date of the foreign negotiating bank. Project financing may be handled according to government regulations. Article 9. (Advance payment of sight L/C) Where the Borrower submits an application for the Bank to issue a sight L/C, unless due to the situations listed below, the Borrower shall repay the Bank for each advance payment plus interest within 15 days after the shipping documents arrive and the Bank gives a written or oral notice: I. If the goods are delivered but the shipping documents have not yet arrived, and it is necessary to apply for shipping guarantee or duplicate B/L endorsement, the Borrower is willing to repay the loan immediately at the time of applying. II. If shipping documents are delivered after the L/C has expired and conditions are met during negotiation, the Borrower is willing to immediately repay the loan. III. Where goods are shipped in installments, the Borrower shall repay ahead the Bank the amount specified on shipping documents that arrive with each installment shipment. IV. If the Bank agrees to issue a usance L/C for foreign currency loans or NTD loans, the loans shall be handled according to the Bank's regulations for foreign currency loans or NTD loans. V. According to the L/C issued under the Agreement, if there the foreign negotiating bank sends a defective document, after the Bank notifies the Borrower of the defective document, the Borrower shall notify whether to consent in writing within three days. If the Bank deems it necessary, the Bank may require the contracting party to repay the Loan within three days, and then notify the foreign negotiating bank that the document was accepted after the Borrower repays the Loan. If the Borrower fails to repay the Loan within the specified period
CHB CHANG HWA BANK Page 4 of 8 after being required by the Bank, the Borrower may be deemed in default and the Bank has the right to directly reject payment to the foreign negotiating bank, or follow the instructions of the foreign negotiating bank. Article 10. (Advance payment for usance L/C, usance L/C payable at sight, and deferred payment L/C) I. Where the Borrower submits an application to the Bank to issue a usance L/C, the period for advance payment may not exceed 180 days, and the day before maturity date or the due date notified by the Bank shall be the repayment date of each debt. II. Where the Borrower applies for issuance of sight L/C according to the Agreement and requests that the Bank provide a loan using a usance L/C, the Borrower agrees that the maturity date notified by the Bank shall be the repayment date for each debt, and will fulfill the obligation of repayment according to the Agreement. III. The Agreement applies to loans for a deferred payment L/C which applied by the Borrower to the Bank. IV. Except for usance L/C of seller partially bears the interest for a certain number of days, which the interest rate is the board rate for foreign currency loans of the Bank when the loan is converted to a short-term loan, interest accrued on usance L/C of buyer bears interest shall be calculated at the Bank's board rate for foreign currency loans plus (minus) a percentage, or other agreed interest rate, on the negotiation date of the foreign negotiating bank plus the Bank's taxes and other expenses. V. According to the L/C issued under the Agreement, if there the foreign negotiating bank sends a defective document, after the Bank notifies the Borrower of the defective document, the Borrower shall express approval or disapproval in writing within three days. If the Bank deems it necessary, the Bank may notify the contracting party to repay the Loan within three days, and then express to the foreign negotiating bank that the document was accepted after the Borrower repays the Loan. If the Borrower fails to repay the Loan within the specified period after being required by the Bank, the Borrower may be deemed in default and the Bank has the right to directly reject payment to the foreign negotiating bank, or follow the instructions of the foreign negotiating bank. Article 11. (Import collection, O/A, import order, purchase agreement) I. Where goods are imported by way of import collection, the Borrower may, subject to the Bank's approval, apply for shipping guarantee or duplicate bill of lading endorsement within the credit limit and drawdown period under the Agreement. The Borrower needs to submit an application form for a shipping guarantee or duplicated bill of lading endorsement along with all relevant documents requested by the Bank for each drawdown. The Borrower agrees to be bound by the terms of the application form mentioned above, the amounts and contents of the submitted documents, and bear liabilities and (or) compensate damages sustained by the Bank until shipping documents arrive at the Bank and after the Borrower has redeemed them with accepted bill or payment. II. If the Borrower plans to apply for a foreign currency loan to pay for import collection, O/A, import orders, or purchase agreements overseas, the Borrower must obtain the Bank's approval and sign and submit a drawdown application form and certificate of claims to the Bank. The Borrower shall repay the Bank for the advance payment in the equivalent amount in NTD calculated using the spot foreign exchange sell rate announced by the Bank on the repayment date, or the same amount in the same foreign currency. Article 12. (Currency conversion) If the Bank agrees to convert the currency of the Loan, the terms and conditions are as follows: I. The Borrower agrees to recognize the Loan in the new currency after conversion according to the exchange rate agreed to with the Bank. II. The collateral that was originally provided will remain the collateral for the Loan after conversion, and the maturity date and repayment method shall be according to the original agreement. III. The Borrower agrees to pay all interest accrued on the Loan before conversion to a different
CHB CHANG HWA BANK Page 5 of 8 currency on the conversion date. The Borrower shall pay interest accrued on the Loan after currency conversion on a monthly basis. The Borrower agrees that interest on the Loan after currency conversion shall accrue at the board rate at the time of conversion plus (minus) a fixed percentage (or an interest rate separately negotiated by the parties). Interest shall be in the equivalent amount in NTD calculated using the spot foreign exchange sell rate announced by the Bank on the repayment date, or the same amount in the same foreign currency. Article 13. (Conversion to NTD loan) If the Bank agrees to convert the Loan into a NTD loan, the Borrower shall submit a drawdown application form and certificate of claims to the Bank for each loan, and the amount, period, interest rate, repayment method, and repayment regulations for each loan shall be in accordance with the drawdown application form and certificate of claims and/or supplementary drawdown agreement. Article 14. (Interest on L/C loans and project financing) Interest shall begin to accrue on the Loan from the date of payment by the Bank or the Bank's foreign agent bank or the negotiation date of the foreign negotiating bank. For sight or usance L/C, interest shall be calculated at the Bank's board rate for foreign currency loans plus (minus) a percentage, or other agreed interest rate, plus the Bank's taxes and other expenses. For project financing, interest shall be calculated according to the interest rate stipulated by the Central Bank. However, the Bank may calculate interest using the interest rate above for project financing before Central Bank refinancing. Unless otherwise agreed upon, interest shall be paid on a monthly basis and the Bank shall issue a receipt for interest payments. Interest must be paid off first before repaying the principal, and interest will decrease along with the principal. Article 15. (Default interest and liquidated damages) The Borrower shall pay default interest and liquidated damages if the Borrower is unable to immediately repay the principal plus interest once the Loan has matured or after being notified by the Bank to repay the Loan before maturity. Unless otherwise agreed upon when switching to a NTD loan, the interest rate for calculating default interest shall be the Bank's base rate (announced on a quarterly basis) on the maturity date (or date the Loan is deemed mature) plus 3.5% or the Bank's board rate for foreign currency loans, whichever is higher. If the Borrower is late in repaying the principal and/or interest, liquidated damages shall be calculated at 10% of the default interest rate for the first six months after the maturity date (or date the Loan is deemed mature), advance payment date, or agreed repayment date for the principal or after the date interest is due for interest, and at 20% of the default interest rate for the portion that is more than six months late. Interest, default interest, liquidated damages, and other expenses shall be paid in NTD calculated using the spot foreign exchange sell rate announced by the Bank on the repayment date, or the same amount in the same foreign currency. Article 16. (Handling fee rate) The Borrower agrees to pay handling fees, postage and cable expenses, confirmation fees, and other expenses related to LC issuance, shipping guarantee, duplicate B/L endorsement, and other loans under the Agreement according to the fee rate agreed to with the Bank. Article 17. (Triangular trade L/C) Where the Borrower requests that the Bank issue a L/C for triangular trade, the Borrower shall be responsible for repayment according to the terms and conditions of the Agreement. Article 18. (Contents of Shipping Guarantee and Duplicate B/L Endorsement) In the event that the name, specification, unit price, total value or terms of goods specified in the Borrower's shipping guarantee or duplicate B/L endorsement application (made under a Bank- issued letter of credit or import collection) is found to be different from the details contained in the later-arrived shipping documents, the Borrower shall agree to complete additional payments, bill acceptance and other necessary processes according to the terms of the actual shipping documents. The Borrower agrees to compensate the Bank for any losses caused by discrepancies between the shipping guarantee/duplicate BL endorsement and the actual shipping documents that
CHB CHANG HWA BANK Page 6 of 8 arrive later. Article 19. (Pledge of rights, chattel pledge) The Borrower agrees to use the goods purchased and separately provided real estate and chattel as collateral for the Loan and advance payments and guarantees provided by the Bank under the Agreement. The Bank acquires the pledge of right created over all shipping documents (e.g. import permits and bill of lading) relevant to the purchased goods from the day the L/C is issued by the Bank until the day purchased goods arrive, and the Bank shall have the chattel pledge created over the purchased goods upon the arrival of such purchased goods, in which the Agreement shall serve as documentary proof of the pledge. The Borrower also agrees to purchase insurance for the abovementioned goods with the Bank as the preferred beneficiary. If the Borrower fails to purchase insurance in a timely manner, does not submit the insurance policy and receipts to the Bank, or does not renew the insurance after it has expired, the Bank has the right but is not obligated to purchase insurance on behalf of the Borrower. If the Bank advances insurance premiums, the Borrower agrees to immediately repay the Bank, and the Bank may list late repayment as debt owed by the Borrower and calculate default interest and liquidated damages) according to Article 15 of the Agreement. Article 20. (Emergency disposal to secure claims) The Borrower agrees that, for the purpose of securing its claims or when the Borrower fails to repay loans (advance payments) using the method and within the time limit specified in the Agreement, the Bank may pick up goods at customs on behalf of the Borrower and auction or freely dispose of (the Bank has the right to decide on, including but not limited to, the disposal method and time, price, and buyer) the imported goods and other collateral to recoup the principal and interest of the loan (advance payment) and all expenses incurred by disposal (including but not limited to taxes, transportation expenses, and storage expenses paid for customs clearance). If the goods and collateral are insufficient, the Borrower shall be responsible for paying the shortfall. Article 21. (Trust receipt transaction) When the Borrower collects shipping documents, unless otherwise agreed upon, the Borrower shall register a trust receipt transaction according to the Agreement, the trust receipt signed by the Borrower, and the Personal Property Secured Transactions Act. Article 22. (Liability for losses and early repayment) If damages are sustained due to the L/C beneficiary failing to perform contractual obligations, late delivery, or other force majeure when purchasing goods using the Loan, or the insurance company denies or delays claims or provides inadequate coverage, the Borrower shall be solely responsible for the losses and handle the losses on its own. The Borrower shall immediately repay the loan (advance payment), interest, and fees once notified by the Bank, and the limit on loan period set forth in Article 8 of the Agreement shall not apply. Article 23. (Interest rate and exchange rate risks) The Loan's exchange rate and interest rate risks shall be borne by the Borrower. If exchange rate fluctuations result in the loan amount exceeding the credit limit under the Agreement, the Borrower shall still be responsible for repayment according to the Agreement. Article 24. (Source of funds for repayment) If processing or sale of the imported goods under the Agreement is completed ahead of schedule, the Borrower is willing to immediately transfer all notes received or cash collected to the Bank for repayment or early repayment of the principal and interest of the loan (advance payment). If the imported goods are processed for export, the Borrower also agrees for the Bank to handle export bills advances, in order to repay its debt under the Agreement. Article 25. (Late delivery) Where the Borrower purchases foreign currency for L/C issuance, retirement of shipping documents, loans, or outward remittance, if the delivery of foreign exchange settlement documents is delayed due to reasons not attributable to the Bank, and causes the Bank to sustain losses during foreign exchange settlement due to exchange rate fluctuations, the Borrower is willing to
CHB CHANG HWA BANK Page 7 of 8 immediately unconditionally cover the losses. Article 26. (Applicability of international regulations) With regard to operations, responsibilities, and obligations under L/C, the Borrower is willing to comply with the applicable version of Uniform Customs and Practices for Documentary Credits, UCP Supplement for Electronic Presentation, and ICC Incoterms specified on each L/C. Article 27. (Compliance with applicable laws and provisions) Besides complying with the provisions of the Agreement, the Borrower is willing to abide by the provisions in the L/C issuance application form and/or L/C issuance agreement, the provisions in the shipping guarantee or duplicate B/L endorsement application form, and all applicable laws and regulations. Article 28. (Appendix) The L/C issuance application form, L/C issuance agreement, drawdown application form and certificate of claims, supplementary drawdown agreement, and other receipts and documents signed by the Borrower according to the Agreement are all attachments and an integral part of the Agreement, and shall have the same effect as the Agreement, unless otherwise agreed upon. Article 29. (Anti-Money Laundering and Counter Terrorism Financing) Unless otherwise agreed upon in the credit authorization agreement, the Borrower agrees that, for the purpose of AML/CFT, if any one of the following situations occur, the Bank may restrict the Borrower's drawdown or reduce the credit limit, or shorten the term of its loan repayment, or declare that part or all of its liabilities become due, or take other necessary measures in accordance with the Money Laundering Control Act, Counter Terrorism Financing Act, Regulations Governing Anti-Money Laundering of Financial Institutions, Regulations Governing Internal Audit and Internal Control System of Anti-Money Laundering and Countering Terrorism Financing of the Banking Industry and Other Financial Institutions Designated by the Financial Supervisory Commission, Template of Guidelines Governing Anti-Money Laundering and Combating the Financing of Terrorism by the Bankers Association, and other AML/CFT related regulations, as well as subsequent amendments to the regulations: I. The Borrower or the Borrower's beneficial owner, senior executives, related party (e.g. legal representative, agent, and authorized persons), or transaction counterparty is identified as an individual, corporate entity or organization sanctioned under the Terrorism Financing Prevention Act, or a terrorist or terrorist organization identified by Taiwan's government, a foreign government, or an international organization. II. When establishing a business relationship and afterwards, the Borrower refuses to provide personal information and information on the company, beneficial owner, or the Borrower (including but not limited to shareholding structure, senior executives, and related parties) or explain the transaction (nature, purpose, and source of funds for the transaction), or refuses to respond to telephone calls, letters, or cooperate with on-site inspections. Article 30. (Matters not covered herein) Any matters not covered herein shall be handled according to the provisions in the respective credit authorization contracts and other relevant contracts entered between the Borrower and the Bank. Article 31. (Place of fulfillment) The place of performance of the Agreement is the Bank's ＿＿Chengdong Branch＿＿ Branch. Article 32. (Governing laws and jurisdiction) The Borrower agrees that the Agreement shall be governed by the laws of the Republic of China. In the event of litigation, the Borrower agrees that Taiwan Taipei District Court shall be the court of first instance. Where the law provides for special jurisdictions, such provisions shall prevail. Article 33. (Interpretation of headings) The headings of clauses in the Agreement only serve as an index, and may not be used as a basis for interpreting clauses of the Agreement.
CHB CHANG HWA BANK Page 8 of 8 Special negotiated provisions: (to take effect upon the Borrower affixing its signature or contract seal for credit authorization contracts) Articles 15, 22, and 29 of the Agreement are special negotiated provisions. The Borrower hereby declares that it has fully reviewed the provisions, understood the contents and agrees to abide by the provisions. /s/ CHUN-LAI HSU stamp Personal stamp Date: October 5, 2021 /s/ Super Micro Incorporation, Taiwan Company stamp Date: October 5, 2021 Borrower: (Signature or contract seal for credit authorization contracts) To: Chang Hwa Commercial Bank ※ Special Declaration [The Borrower hereby declares that it has reviewed all the provisions in the Agreement within a reasonable period and has fully understood their implications, whereupon it agrees to affix its signature and seal below] Borrower (signature and seal) Name of Borrower: Super Micro Computer, Inc., Taiwan Business Tax ID: 12729477 Address: 3F, No. 150, Jian 1st Rd., Zhonghe District, New Taipei City Job title of representative: Chairperson Name: Alex Hsu ID number: /s/ CHUN-LAI HSU stamp Personal stamp Date: October 5, 2021 /s/ Super Micro Incorporation, Taiwan Company stamp Date: October 5, 2021 (Contract seal for credit authorization contracts) /s/ CHUN-LAI HSU Chairman of BOD Date: October 5, 2021 (Representative's signature) 2021/10/05 (yyyy/mm/dd) Place of Guarantee Witnessed by Date: _____/___/___ (yyyy/mm/dd)
Exhibit 10.3 CHB CHANG HWA BANK (Export Loan Agreement) (Fang 347 Bing) 2019.05 Page 1 of 5 Smile & Reach Out Export Loan Agreement Parties to Agreement Super Micro Computer, Inc., Taiwan Customer's Custody No. Credit limit NT$_________ [Currency] USD [Amount] $20,000,000 (or equivalent in foreign currency) _Northern II_ District Operation Department Approval Seal Enterprise (Individual) Account Supervisor Account Administrator Name of Branch: Chengdong (Fang 347 Bing) 2019.5 1000 copies 297×630 mm 2K mold 80P (Sheng)
CHB CHANG HWA BANK Page 2 of 5 Export Loan Agreement Super Micro Computer, Inc., Taiwan (hereinafter referred to as the Borrower") hereby agrees to the following terms and conditions of Chang Hwa Commercial Bank, Ltd. (including the head office and branches, hereinafter collectively referred to as the "Bank") for an export loan (hereinafter referred to as the "Loan") as a revolving fund for export: Article 1. (Credit limit) Credit limit under the Agreement: NT$____________________________________ (Currency) USD Amount: $20,000,000 (or equivalent in foreign currency). If the Borrower has submitted an application to the Bank for an export loan before signing the Agreement, the Borrower is willing to bear the responsibility of repayment according to the following terms and conditions of the Agreement. Article 2. (Drawdown period and method) I. Drawdown Period: From the contract signing date to ____/____/____(yyyy/mm/dd) From the contract signing date to ____/____/____(yyyy/mm/dd) However, the original drawdown period may be extended by 1 year if approval is obtained from the Bank before the period expires. The extended period may not exceed ____/____/____(yyyy/mm/dd). II. Drawdown method: Divided into revolving and non-revolving (defined below). The Borrower shall apply for drawdown according to the method and within the credit limit and period approved by the Bank. (I) Revolving basis: A drawdown application may be submitted within the credit limit after the amount withdrawn is repaid. (II) Non-revolving basis: One or multiple drawdowns may be made, but the credit limit is not replenished once it is drawn down and repaid. Article 3. (Loan interest rate agreement, adjustment, and repayment regulations) I. Where the Borrower makes one or multiple drawdowns, the amount, period, interest rate, repayment method, and repayment for each loan shall be in accordance with the drawdown application form and certificate of claims and/or supplementary drawdown agreement. II. If the loans under the Agreement are NTD loans, interest shall be calculated using 365 days in a year. For foreign currency loans, interest on GBP, HKD, SGD, ZAR, and THB loans are calculated using 365 days in a year, and interest on loans in other foreign currencies is calculated using 360 days in a year. Unless otherwise agreed upon, interest accrued on loans shall be paid on a monthly basis. III. If a floating interest rate is used for the loans under the Agreement, the Borrower agrees that interest shall be accrued at the adjusted interest rate plus/minus a fixed percentage from the date of adjustment, and that the Bank does not need to separately notify the Borrower of adjustments. Article 4. (Effective period of the Agreement) I. The Borrower shall be responsible for repaying loans under the Agreement, even if the maturity date is after the drawdown period. II. The Agreement is effective from the contract signing date to the date the Borrower repays all debts and performs all obligations under the Agreement. All debts under the Agreement refers to the notes, loans, advance payments, and other debts
CHB CHANG HWA BANK Page 3 of 5 (including but not limited to interest, deferred interest, liquidated damages, damage compensation, and other expenses) owed by the contracting party to the Bank. Article 5. (Application for disbursement) The Borrower shall submit an export L/C, collection documents, overseas orders, export agreement, or related documents when applying for a loan under the Agreement, and draw down the equivalent in NTD within the credit limit under the Agreement according to the percentage and exchange rate approved by the Bank, or draw down the amount in the currency specified in related documents according to the percentage approved by the Bank. Article 6. (Source of funds for repayment and deadline) The Borrower agrees to entrust the Bank to handle export bills advances, export collection, and inward remittances for actual transactions related to the Loan, and use the foreign currency received by the Borrower to repay the principal and interest of the Loan, or exchange the foreign currency into NTD at the spot exchange rate quoted by the Bank on the repayment date or at the exchange rate agreed upon between the parties to repay the principal and interest of the Loan. Article 7. (Default interest and liquidated damages) If the Borrower is late in repaying the principal, interest, or other payables of the Loan under the Agreement, the Borrower shall pay default interest and liquidated damages according to the drawdown application form and certificate of claims and/or supplementary drawdown agreement. Article 8. (Early repayment) If payment is received for the purchase orders and L/C provided by the Borrower before the Loan's maturity date, the Borrower agrees that the Bank may use the funds received for early repayment of the Loan's principal and interest. Article 9. (Special provision on L/C for export insurance, payment document, acceptance document, and O/A) If the Borrower applies for the Loan using L/C, D/P, D/A, or O/A, the Borrower is will to abide by the following special provision: I. The Borrower shall provide an export insurance policy and insurance certificate with the Bank as the beneficiary issued by the Export-Import Bank of the Republic of China (hereinafter referred to as the "Insurance Bank"). The Bank may use the insurance payout to repay the principal and interest of the Loan when an incident occurs, and the Borrower is willing to cover any shortfall. II. If an incident occurs, the Borrower shall immediately notify the Bank and Insurance Bank in writing, and discuss necessary measures with the Bank and Insurance Bank that must be taken to protect their rights and interests. After handling procedures, the Borrower agrees to submit documents required by the Insurance Bank and assist the Bank in filing an insurance claim. III. If the insurance company refuses to pay the claim or the payout is not received before the Loan's maturity date due to the incident not being covered by the expert insurance policy, or due to intentional acts or negligence attributable to the Borrower, the Borrower shall use its own funds to repay the principal and interest of the Loan. Article 10. (Anti-Money Laundering and Counter Terrorism Financing Clause) I. The Borrower agrees that, for the purpose of AML/CFT, the Bank may
CHB CHANG HWA BANK Page 4 of 5 handle matters according to the Money Laundering Control Act, Counter Terrorism Financing Act, Regulations Governing Anti-Money Laundering of Financial Institutions, Regulations Governing Internal Audit and Internal Control System of Anti-Money Laundering and Countering Terrorism Financing of the Banking Industry and Other Financial Institutions Designated by the Financial Supervisory Commission, and Template of Guidelines Governing Anti-Money Laundering and Combating the Financing of Terrorism by the Bankers Association, etc. II. Where the Borrower has any one of the following situations, the Bank may refuse or suspend the Borrower's drawdown or reduce the credit limit, or shorten the term of its loan repayment, or declare that part or all of its liabilities become due, or take other necessary measures: (I) The Borrower or its beneficial owner, senior executives, related party (e.g. legal representative, agent, and authorized persons), or transaction counterparty is identified as an individual, corporate entity or organization sanctioned under the Terrorism Financing Prevention Act, or a terrorist or terrorist organization identified by a foreign government or international organization. (II) The Borrower does not cooperate with the Bank's review (including but not limited to telephone, letter, or on-site inspections), or refuses or delays providing information on the Borrower, beneficial owner (including but not limited to equity structure, senior executives, and related parties), or the person exercising control over the Borrower, or is unwilling to explain the nature and purpose of transaction or source of funds. Article 11. (Appendix) The drawdown application form and certificate of claims, supplementary drawdown agreement, and other receipts and documents provided by the Borrower according to the Agreement are all attachments and an integral part of the Agreement, and shall have the same effect as the Agreement, unless otherwise agreed upon. Article 12. (Matters not covered herein) Any matters not covered herein shall be handled according to the provisions in the respective credit authorization contracts and other relevant contracts entered between the Borrower and the Bank. Article 13. (Place of fulfillment) The place of performance of the Agreement is the Bank's Chengdong Branch. Article 14. (Governing laws and jurisdiction) The Borrower agrees that the Agreement shall be governed by the laws of the Republic of China. In the event of litigation, the Borrower agrees that Taiwan Taipei District Court shall be the court of first instance. However, where the law contains special provisions on exclusive jurisdiction, the provisions shall prevail. Article 15. (Interpretation of headings) The headings of clauses in the Agreement only serve as an index, and may not be used as a basis for interpreting clauses of the Agreement. Special negotiated provisions: (to take effect upon the Borrower affixing its signature or
CHB CHANG HWA BANK Page 5 of 5 contract seal for credit authorization contracts) Articles 8 and 10 of the Agreement are special negotiated provisions. The Borrower hereby declares that it has fully reviewed the provisions, understand the contents, and agrees to abide by the provisions. /s/ CHUN-LAI HSU stamp Personal stamp Date: October 5, 2021 /s/ Super Micro Incorporation, Taiwan Company stamp Date: October 5, 2021 Borrower: (Signature or contract seal for credit authorization contracts) To: Chang Hwa Commercial Bank ※Special Declaration [The Borrower hereby declares that it has reviewed all the provisions in the Agreement within a reasonable period and has fully understood their implications, whereupon it agrees to affix its signature and seal below] Borrower (signature and seal) Name of Borrower: Super Micro Computer, Inc., Taiwan Business Tax ID: 12729477 Address: 3F, No. 150, Jian 1st Rd., Zhonghe District, New Taipei City Job title of representative: Chairperson Name: Alex Hsu ID number: /s/ CHUN-LAI HSU stamp Personal stamp Date: October 5, 2021 /s/ Super Micro Incorporation, Taiwan Company stamp Date: October 5, 2021 (Contract seal for credit authorization contracts) /s/ CHUN-LAI HSU Chairman of BOD Date: October 5, 2021 (Representative's signature) 2021/10/05 (yyyy/mm/dd) Place of Guarantee Witnessed by Date: _____/___/___ (yyyy/mm/dd)
Exhibit 10.4 CHB CHANG HWA BANK Page 1 of 5 Smile & Reach Out Loan Agreement for the Action Plan for Accelerated Investments by Domestic Corporations Parties to Agreement Super Micro Computer, Inc., Taiwan Customer's Custody No. 116558 Credit limit NT$1 billion _North Two__ District Operation Department Approval Seal Enterprise (Individual) Account Supervisor Account Administrator Name of Branch: Chengdong
Page 2 of 5 Loan Agreement for the Action Plan for Accelerated Investments by Domestic Corporations Super Micro Computer, Inc., Taiwan (hereinafter referred to as the "Borrower") has submitted an application to Chang Hwa Commercial Bank Ltd. (including the head office and branches, hereinafter collectively referred to as the "Bank") for a loan under the Action Plan for Accelerated Investments by Domestic Corporations (hereinafter referred to as the "Loan"). The Loan is provided in accordance with the "Directions for Loans Under the Action Plan for Accelerated Investments by Domestic Corporations" (hereinafter referred to as the "Directions") established by the Executive Yuan National Development Fund (NDF). The Borrower hereby agrees to comply with the Directions and the following terms and conditions: Article 1. (Credit limit) The credit limit of the Loan is NT$1 billion. The Borrower may make one or multiple drawdowns, but the Loan is non-revolving. Article 2. (Drawdown period) I. Initial drawdown period: The Borrower shall make the initial drawdown within 3 months after receiving approval from the NDF or Bank via fax. The Loan will be canceled if the initial drawdown is not made, within this period. II. Period for each drawdown: From the contract signing date to July 31, 2022. The original drawdown period may be extended by 1 year if approval is obtained from the Bank before the drawdown period expires. The extended period may not exceed 3 years after the contract signing date. Article 3. (Drawdown method) The Borrower may apply to the Bank for drawdown based on the progress of its investment plan within the Loan's credit limit and drawdown period by filling out a drawdown application form and certificate of claims, which shall be deemed an integral part of the Agreement. The amount borrowed by the Borrower will be disbursed by the Bank into the Borrower's account at the Bank. Article 4. (Purpose of loan) The purpose of the Loan shall be according to ✓ in below: Construct plants and related facilities. Purchase machinery and equipment Mid-term working capital. The Borrower shall use the Loan according to the purpose, and may not change the purpose without approval from the Bank. Article 5. (Loan period) The actual loan period for drawdowns of the Loan shall be according to the drawdown application form and certificate of claims, and the maturity date of each drawdown shall be the same as the initial drawdown for the same purpose. Article 6. (Grace period and repayment regulations) I. Grace period: The actual grace period for each drawdown shall be according to the drawdown application form and certificate of claims (but may not exceed 3 years after the initial drawdown for the same purpose), and the grace period for each drawdown shall expire at the same time as the initial drawdown for the same purpose. II. Repayment method: (I) If there is a grace period, the Borrower shall pay interest on a monthly basis during the grace period. (II) If there is no grace period or the grace period has expired, the Borrower shall make equal monthly payments of the principal on the 15th, and also make P lease affix stam p at ev ery seam b etw een tw o p ag es.
Page 3 of 5 monthly interest payments calculated based on the balance of the loan. III. If the interest payment date or principal repayment date of the Loan is not a business day of the Bank, the payment date may be deferred to the Bank's next business day. Article 7. (Loan interest rate) I. The interest rate for drawdowns of the Loan shall be according to the drawdown application form and certificate of claims, and calculated using 365 days in a year. II. If any one of the following situations occur during the loan period, interest on the Loan shall accrue at the floating rate for 2-year time savings deposit announced by Chunghwa Post Co., Ltd. plus an annual rate of _0.5_% starting from the date of occurrence. (I) The “Action Plan for Accelerated Investment by Domestic Corporations” is judged as violating the law, the National Development Fund's budget is frozen by the Legislative Yuan for review, capital allocation requirements, or situations not attributable to the National Development Fund. (II) The Borrower fails to meet qualifications specified in the qualifications approval letter from the Ministry of Economic Affairs (MOEA), or the Borrower fails to complete investment and (or) obtain a building use permit and begin use of the plant according to the investment plan within the time limit specified in the qualification approval letter from the MOEA. If the qualifications approval letter from the MOEA does not specify a time limit for completing investment, where the Borrower does not obtain a building use permit and begin use according to the investment plan within 2 years. (III) The Borrower fails to provide related documents to the National Development Fund in coordination with the Bank. (IV) The Borrower is found in violation of the Directions. Article 8. (On-site Audit) I. The Borrower shall maintain complete accounting records and certificates. The Borrower agrees that the Bank, NDF, bank selected according to the Directions, and Small & Medium Enterprise Credit Guarantee Fund of Taiwan (Taiwan SMEG) (if transferred to guarantee from Taiwan SMEG) may send personnel or appoint inspectors to visit the Borrower and investigate accounts, certificates, and equipment installation and use related to the Loan, and the Borrower may not refuse such inspections. II. The Borrower agrees that the agencies, bank, organizations, and the Bank may collect, process, and use the Borrower's information. Article 9. (Acceleration) I. Except for reasons specified in the credit authorization agreement for accelerated maturity, if the Borrower is found to use the Loan for other purposes during the loan period, the Bank may declare all liabilities of the Loan due without prior notice or reminder, and the Borrower shall immediately pay off the principal, interest (including default interest), liquidated damages, and all other liabilities of the Loan. II. If the Borrower is found to have used the Loan for other purposes, the interest rate of the Loan shall be retroactively changed to the floating rate for 2-year time savings deposit announced by Chunghwa Post Co., Ltd. plus an annual rate of _1.155_% starting from the date the Loan was found to have been used for other purposes and declared due. The Borrower shall pay the difference for interest already paid and was calculated using the interest rate in Article 6. P lease affix stam p at ev ery seam b etw een tw o p ag es.
Page 4 of 5 III. If the Borrower was found to have used the Loan for other purposes in Paragraph 1 or is found in violation of the Directions, the Bank shall return the fees paid by the NDF to the Bank from the date the violation occurred plus interest accrued at the floating rate for 2-year time savings deposit announced by Chunghwa Post Co., Ltd. from the date the violation occurred to the date the Bank returns the fees to the NDF. Article 10. (Default interest and liquidated damages) If the Borrower fails to repay loans upon maturity or accelerated maturity by the Bank in accordance with Article 9, default interest on the principal shall accrue at the Bank's base rate (announced on a quarterly basis) plus an annual rate of 3.5% starting on the maturity date (or date the Loan is deemed mature, or date that installment payments are due). If the Bank adjusts its base rate (announced on a quarterly basis), default interest shall accrue at the adjusted interest rate plus the fixed percentage from the date of adjustment. From the maturity date (or date the Loan is deemed mature, or date that installment payments are due) and the date interest becomes payable, liquidated damages for late payments shall be calculated at 10% of the default interest rate for the first 6 months, and at 20% of the default interest rate for the portion that is more than 6 months late. Article 11. (Matters not covered herein) The Borrower agrees to handle any matters not covered herein according to a separately established credit authorization agreement. However, in the event of any discrepancies between the Agreement and the credit authorization agreement, the provisions in the Agreement shall prevail. Article 12. (Place of fulfillment) The place of fulfillment of all debts owed by the Borrower to the Bank under the action plan shall be that at which the Bank grants credit authorization to the Borrower. Article 13. (Governing laws and jurisdiction) The Agreement shall be governed by the laws of the Republic of China. In the event of litigation, the parties agree that Taiwan Taipei District Court shall be the court of first instance. Where the law provides for special jurisdictions, such provisions shall prevail. Article 14. (Complaint filing method) The Borrower may call the complaint hotline below or go to the Bank's website (www.bankchb.com) → Customer Service Center → E-Mail → Customer Comments if the Borrow has any questions about any provisions in the Agreement. Complaint hotline: (I) For local telephones, please dial: 412-2222; press 9 to be transferred and talk to responsible personnel (charged as local phone calls). (II) For mobile phones, please dial: (02) 412-2222; press 9 to be transferred and talk to responsible personnel. (III) Toll-free customer service hotline: 0800-365-889; press 9 to be transferred and talk to responsible personnel. Article 15. (Individually negotiated provisions: to take effect upon the Borrower affixing its contract seal for credit authorization contracts) Articles 7, 8, and 9 of the Agreement are special negotiated provisions. The Borrower hereby declares that it has fully reviewed the provisions, understand the contents, and agrees to abide by the provisions. P lease affix stam p at ev ery seam b etw een tw o p ag es.
Page 5 of 5 /s/ CHUN-LAI HSU stamp Personal stamp Date: October 5, 2021 /s/ Super Micro Incorporation, Taiwan Company stamp Date: October 5, 2021 Borrower: (Signature or contract seal for credit authorization contracts) To: Chang Hwa Commercial Bank ※ Special Declaration: The Borrower has reviewed all provisions in the Agreement within a reasonable period. The Bank has fully explained important contents of the Agreement above in bold text, as well as potential risks. The Borrower hereby declares that it fully understands and agrees to abide by the Agreement in all future interactions, and will retain a photocopy of the signed Agreement that is the same as the original. Borrower (signature and seal) Name of Borrower: Super Micro Computer, Inc., Taiwan Business Tax ID: 12729477 Address: 3F, No. 150, Jian 1st Rd., Zhonghe District, New Taipei City Job title of representative: Chairperson Name: Alex Hsu ID number: /s/ CHUN-LAI HSU stamp Personal stamp Date: October 5, 2021 /s/ Super Micro Incorporation, Taiwan Company stamp Date: October 5, 2021 (Contract seal for credit authorization contracts) /s/ CHUN-LAI HSU Chairman of BOD Date: October 5, 2021 (Representative's signature) 2021/10/05 Place of Guarantee Witnessed by Date: _____/___/___ (yyyy/mm/dd) P lease affix stam p at ev ery seam b etw een tw o p ag es.