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Background and Understanding the Company’s Needs
Better Pharma (Vietnam) Co., Ltd (“the Company”) is established and operates in Vietnam under the Investment Certificate No. 411043002413 dated 11 December 2013 issued by the People Committee of the Ho Chi Minh City. The Company is licensed to import and distribute supplementary food products for animals and veterinary medicine.
With an aim to enhance the level of compliance with Vietnam tax regulations and to receive constant updates of Vietnam laws and regulations as well as identify key tax issues/opportunities arisen during the operating time to support its operations in Vietnam, the Company is seeking KPMG’s assistance in technical support in relation to tax and relevant regulatory matters for the Company under monthly tax retainer services.
2. Scope of our work
Our retainer service is designed to provide the Company with our confirmation on tax and regulatory issues which the Company may encounter during the course of its operation.
Under the retainer service, KPMG would provide certain services without the need for further fee negotiation. Our objective is to share international and national best practice, and to ensure that KPMG is an integral partner in your technical and regulatory compliance and risk management strategy.
Our assistance under this engagement shall normally include:
Telephone/E-mail Technical Support: All members of the client services team will provide verbal or short form answers on Vietnamese tax and regulatory matters to the Company basic issues where further research and written confirmation is not necessarily required. This is useful for second opinions, confirmation of interpretations, or “just checking” on any relevant issues. It can also be useful to have KPMG address issues verbally to the authorities on a “no names”
Private & Confidential
Khun Sakkarn Suwanseanee
General Director
Better Pharma (Vietnam) Co., Ltd
21 Street No. 10, Trung Son Residential area,
Binh Hung Commune, Binh Chanh District,
Ho Chi Minh City, Vietnam
Copy to: rattapumk@betagro.com wuttikorn@betagro.com
Our ref
Contact
Better Pharma-14-Proposal-Retainer Service-P1508PDPV.Docx
Hanh Ho EXT 8232
24 August 2014
Dear Khun Suwanseanee
Proposal for Professional Services – Tax advisory services
PROPOSAL FOR PROFESSIONAL SERVICE
TAX RETAINER ADVISORY SERVICE
24 AUGUST 2014 / BETTER PHARMA (VIETNAM) CO., LTD / 4
(confidential) basis prior to the Company taking a position. This excludes services which require in-depth analysis or consideration.
Tax and Investment Updates and Tax Alerts: KPMG will provide electronic copies of our extensive monthly Vietnam Tax and Investment Update publication, in English and Vietnamese. This bulletin outlines new regulations in Investment, Insurance, Tax, Foreign Exchange and Labour issues, and includes both a description of the regulations and KPMG commentary on its effect and importance.
Regulations: KPMG can generally supply regulations and other official documents as they are officially released in draft or final form, either in Vietnamese or in English from our in-house translators. These services would be offered on an “as required” basis, either proactively under the Tax Alert services, or on request as a result of a regulation appearing in our Tax and Investment Update publication. Long form translation may require a separate engagement.
Meetings: A meeting can be arranged as proposed either by KPMG or the Company when necessary to discuss the Company’s new activities, new projects in Vietnam, new issues or problems encountered, developments in the tax and regulatory environment, job status and tax planning ideas. The objective of the meeting is to allow ideas and developments to be discussed in an informal environment, and to increase KPMG’s knowledge of the Company. This will allow greater pro-activity in tax planning. This meeting will be held at the Company’s convenience.
Please note that our time spent on the above shall not exceed on average five (05) manager hours per month as indicated in the fee below. If a request involves us spending more than the set hours per month or involves us in providing services with a high level of risk, it will be considered outside the scope of our retainer service. In this case, a separate engagement and fee for the work will be agreed with the Company in advance.
The services covered assume that there is no third party involved in the services we will provide and that where there is a third party involved that KPMG will need to undertake certain conflict and independence procedures before any advice can be provided. KPMG will not perform management functions or make management decisions for the Client, nor will we perform an agency, advocacy or attorney role. We will not provide the Client with any corporate secretarial services including legal services. Our advice will not involve tax treatments that would be considered aggressive tax position transactions under Release No.2005-014 of the Public Company Accounting Oversight Board of the United States of America or any similar regulations. We are not preparing an income tax provision recorded in the Client’s financial statements on behalf of the Client.
The minimum service period under this engagement will be 12 months. This engagement letter will continue to be in effect until a written notice of termination is issued by any party.
3. Our Professional Fee
Our professional fee for the services set out in this proposal is VND11,000,000 per month. Our fee shall be billed in advance on a quarterly basis.
Please note that our above fees are quoted exclusive of out-of-pocket expenses such as telephone, fax, photocopying, travel, delivery, or related expenses which will be billed separately which may be incurred in providing the services. In addition, 10% VAT will be added to the total amount of the invoice.
Our invoices will be issued in advance and on quarterly basis.
PROPOSAL FOR PROFESSIONAL SERVICE
TAX RETAINER ADVISORY SERVICE
24 AUGUST 2014 / BETTER PHARMA (VIETNAM) CO., LTD / 5
4. Acknowledgement and Acceptance
Please find attached as an integral part of this proposal our standard terms and conditions in Appendix 1 for your reference. In addition, our proposal is subject to the completion of our procedures for prospective engagements in accordance with professional standards.
KPMG’s performance of the services under this proposal shall be based on the information/documents provided by the Company, as well as the prevailing Vietnamese taxation and other relevant laws and regulations. However, it should be appreciated that Vietnam
Vietnamese laws and regulations are subject to frequent changes, both prospectively and retrospectively. Unless special arrangements are made, the services provided under this engagement will not be updated to take into account of subsequent changes to the tax, accounting, financial and other relevant laws, regulations, rulings issued and interpretation/practices adopted by the relevant Vietnamese governing bodies.
This proposal is made by KPMG Vietnam and is in all respects subject to the signing of the attached acceptance of engagement form. Once it is signed, it will be valid until a written notice indicating the termination of this proposal is issued by either of the parties.
If the terms and conditions of our proposal are acceptable, please indicate your acceptance by having the attached form signed and sealed, and return it to us.
We trust the above proposal satisfactorily meets your current needs. However, if you wish to discuss any aspects of the proposal further, please do not hesitate to contact us.
We look forward to your favourable response.
Yours sincerely,
Hanh Ho
Partner, Tax & Corporate Services
PROPOSAL FOR PROFESSIONAL SERVICE
TAX RETAINER ADVISORY SERVICE
24 AUGUST 2014 / BETTER PHARMA (VIETNAM) CO., LTD / 6
___________________________________________________________________________________
ACCEPTANCE OF PROPOSAL FOR PROFESSIONAL TAX SERVICES
To: Hanh Ho
Partner
Tax & Corporate Services
KPMG 10th Floor, Sun Wah Tower 115 Nguyen Hue Street Ho Chi Minh City
Better Pharma (Vietnam) Co., Ltd hereby accepts KPMG Vietnam’s proposal dated 24 August 2014 for the provision of professional tax retainer service to the Company.
This proposal is made by KPMG and is in all respects subject to the signing of the acceptance of engagement form below and the KPMG Terms and Conditions of Business as attached to the proposal.
The Company agrees to pay the specified fee (as well as out-of-pocket expenses and VAT) in relation to the services within 30 days of the date of each invoice. KPMG will have the right to increase the specified fee by an amount equivalent to the prevailing Joint Stock Commercial Bank for Foreign Trade of Vietnam (VIETCOMBANK) 6 month lending rate plus 2% per annum on overdue balances.
The Company agrees to be bound by the KPMG Terms and Conditions of Business as indicated in Appendix 1 below.
FOR AND ON BEHALF OF
BETTER PHARMA (VIETNAM) CO., LTD
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