TAX ADVISORY SERVICES – GENERAL ENGAGEMENT TERMS

A. Scope of Services
Typically, we would provide you with the following tax advisory services (the “Services”) including but not limited to:
• Research on tax issues and provision of verbal or written comments in response to the queries from you or your designated staff on tax matters for yourself or your company including its directors, shareholders, employees and affiliated entities (the “Company”);

• Attend meetings and conference calls upon request by you or your designated staff;

• Provide recommendations on possible ways to improve the overall tax-efficiency of the group structure and/or transactions;

• Advise you of material changes or proposed changes in tax law that may have an impact on the Company’s operations; and/or

• Other tax advice and assistance as requested by the Company where such projects are not covered by a separate engagement letter.

If any further assistance is needed during a project, you may require us to provide additional services to supplement those described above or may instruct us to advice on other tax matters. We would normally propose issuing a separate engagement letter for any substantial advisory or compliance work which is additional to the scope of service but this letter shall govern the provision of all tax related advice where a separate engagement letter is not issued.

B. Our Fee Proposal
Generally, our hourly fees are based upon the degree of responsibility and skill involved and professional time necessarily incurred to perform the work. Our hourly rates differ as between the individuals, reflecting their different level of experience and specialisation.

We can usually provide a fee quote for each specific project upon request. Alternatively, our charges will be at a standard hourly rate for each individual to be involved.

If, during the term of this engagement, we determine that any additional work is necessary, whether at your request or because the complexity of the project increased, we will promptly contact you to discuss any adjustments to the scope of work or our fees.

C. Scope Limitation
Reduction of tax liabilities or tax risks is best achieved by advance planning. It is your responsibility to advise us in good time of any proposed transactions or anticipated changes in transactions.

Our advice will be based upon the prevailing tax laws and regulations in the respective jurisdiction which are subject to change at any time, possibly on a retroactive basis. Any such change could adversely affect the advice rendered herein. We will not be retained nor are we obliged to monitor or update this advice for future conditions that may affect the advice.

Our role is to provide you with advice and recommendations for your consideration. In the event that the interpretation of the law, regulations or practice is not clear, we will set out the possible position(s) which we think are reasonable. The ultimate responsibility to determine which position(s) should be taken lies with you. We will not be liable for any losses which arise from your decision regarding such position(s).

We would also emphasize that all tax planning ideas are preliminary recommendations only and need to be tailored-made for compatibility with the actual operations of the company. They will also need to be supported by properly executed agreements/contracts and other documentary evidence in order to be effective and justifiable when reviewed by the relevant tax authorities. We will be pleased to advise and assist you further in the implementation of those ideas where required.

The scope of our work is restricted to the specific Hong Kong taxes on which we provide advice in the particular case. We would be happy to assist you by coordinating advice on the effect of foreign taxes only if instructed to do so.

In no event shall we be obliged to perform any services that would cause us to be in violation of any applicable law, rule or regulation, internal policy, or any professional standards applicable to us.

D. Confidentiality
We shall keep confidential and ensure that our officers and employees keep confidential all information concerning the Services which is not publicly available unless:
• we are required to disclose information concerning the Services by virtue of the anti-money laundering laws of Hong Kong or any other relevant jurisdictions or by any other laws of Hong Kong or pursuant to an order or request of the Hong Kong courts, any other courts of competent jurisdiction or any regulatory or governmental authority of an applicable jurisdiction;
• we are authorised to disclose any information by you where:
- we consider such disclosure to be necessary to comply with our obligations under or with respect to the engagement or any entities underlying it; or
- the information concerned is already in the public domain other than by reason of any disclosure on the part of us.

E. Payment Terms
In addition to the fees set out above, please note that other out of pocket expenses, which include travel expenses, communication, printing charges and etc. will be billed to you based on actual amount incurred in connection with the Services. Any single disbursement above HKD 1,500 will be subject to your prior approval.

We should submit invoices for services provided and properly documented expenses and disbursements incurred on an interim basis as the work progresses. Invoices are payable on presentation.

F. Limitation of Liabilities
The Company (and any others for whom Services are rendered) may not recover from us, in contract or tort, under statutory law or otherwise, any amount with respect of loss of profit, data or goodwill, or any other consequential, incidental, indirect of special damages arising out of this engagement letter or otherwise relating to the Services, whether or not the likelihood of such loss or damage is contemplated or known to us.

The Company (and any others for whom Services are rendered) may not recover from us, in contract or tort, under statutory law or otherwise, aggregate damages in excess of three (3) times the total amount of fees actually invoiced and paid for the Services that directly caused the loss in connection with claims arising out of this engagement letter or otherwise relating to the Services.

A condition for the existence of any right to compensation shall in all cases be that you notify us in writing of the loss or damage as soon as possible after it occurs. Any claims for damages against KYT Limited shall expire by the mere passage of twelve (12) months from the date on which the claim arose.

The Company shall indemnify and compensate persons and/or legal entities (in)directly associated with KYT Limited (including its directors, shareholders, employees and their (practice) companies) against any claims arising from or related to the provision of the Services for the Company.

G. Governing Law
The terms of the engagement shall be governed by Hong Kong laws. It is irrevocably agreed that the courts of Hong Kong shall have exclusive jurisdiction to hear and determine any disputes that may arise in connection with this engagement. If any provision of this letter is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, the remaining provisions contained in this letter shall otherwise continue in full force and effect, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties set forth herein.