Chrysanthemum EL - 181102

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Chrysanthemum EL - 181102


     11F China World Tower 1 1 Jian Guo Men Wai Avenue Beijing 100004

    People's Republic of China PRIVATE & CONFIDENTIAL Telephone +86 (10) 6505 3333 Facsimile +86 (10) 8529 9000

    Singapore Technologies Kinetics Ltd (“STK”)

    249 Jalan Boon Lay

    Singapore 619523

    Attn: Mr Laurence Ong

    18 November 2002

    Dear Sirs,

    Proposed joint venture with Beijing Heavy Duty Truck Plant (“BHDTP”)

    Thank you for appointing PricewaterhouseCoopers to assist you with your market research

    and financial projection review in connection with your proposed joint venture with

    Beijing Heavy Duty Truck Plant (“the Target”) (the “Transaction”). This Engagement

    Letter sets out the Services that we have agreed to provide and the terms of our


    1. The Services to be provided

1.1 Market research

    1.1.1 We will prepare a market research report (the “Report”) on the market conditions of the

    products to be manufactured and sold by the Target. The areas our work will cover and the

    main procedures we will carry out are set out in Attachment A to this letter.

    1.1.2 We will not provide a copy of our report to the management of the Target or ask them to

    comment on a draft of our report.

1.2 Financial forecast review

    1.2.1 With the benefit of the knowledge derived from the market research, we will perform a

    review of the financial forecast prepared by STK. The areas our work will cover are set

    out in Attachment A to this letter.



     Singapore Technologies Kinetics Ltd 18 November 2002 Page 2 of 16

    2. Timetable

    2.1 We will be able to commence our work on [25 November 2002] and we expect our report

    to be completed by within 15 to 20 working days.

    3. The team

    3.1 We currently envisage that our team will be led by Xie Tao, who will be the Engagement

    Partner responsible for the Services we are to provide to you.

    4. Fees

    4.1 Our fees are based upon the degree of responsibility and skill involved and the time

    necessarily occupied on the assignment. We estimate that our fees for this engagement will

    be USD 45,000, or equivalent Rmb translated at payment date. Out-of-pocket expenses

    will include mainly transportation, accommodation, telecommunications, postage, copying

    and printing expenses which will be charged on an actual basis. Our fees do not include

    business tax which will also be charged to you on total billings (including business tax) at

    a rate of 5.263%, together with the expenses referred to above.

    4.2 Fee and expenses will be invoiced as follows, and will be payable on receipt of invoice.

    Estimated fees


    On acceptance of these TOE 4.5

    On issue of the draft report 27

    On issue of final report 13.5

     Singapore Technologies Kinetics Ltd 18 November 2002 Page 3 of 16

    5. Terms of Business

    5.1 This letter should be read in conjunction with the enclosed Terms of Business. The enclosed terms of business have been superseded by the following:

Clause 2.2 - Shall be deleted and replaced as follows:-

    "You agree to treat, for the duration of this Contract and for a further period of 3 years thereafter, all written information which is clearly marked "Confidential" provided to you in connection with the Services ("Reports") as confidential and except to the extent permitted by clause 2.3, you will not make the benefit of the Services available to any third party."

Clause 2.3. Shall be amended as follows:-

    "Copies of our Reports may be made available to directors and investment committee of Singapore Technologies Engineering Ltd (the parent company of Singapore Technologies Kinetics Ltd), your directors and officers, legal advisors and those employees involved in the management of the Transaction, provided that in each case you take reasonable steps to ensure that they understand:-

    (i) our reports are confidential;

    (ii) they may use our reports only for the purposes of the Transaction; (iii) we accept no duty of care to them in respect of any use they may make of our


    We shall be allowed to include an appropriate legend in our Reports to inform all third parties of the above understanding as set out in 2.3(iii).

Clause 3.1.1 Shall be deleted and replaced as follows:-

    "We shall be governed by the Confidential Agreement executed on the 11th October 2002."

Clause 3.1.2 Shall be deleted and replaced as follows:-

    "We may disclose Confidential Information to our insurers, legal advisers and if required so by law or professional regulation."

     Singapore Technologies Kinetics Ltd 18 November 2002 Page 4 of 16

    Clause 3.1.3 Shall be deleted and replaced as follows:-

    "Subject to 3.1.1 above, and once the Transaction is no longer confidential, we may cite the performance of the Services to our clients and prospective clients as an indication of our experience subject to us obtaining your prior written consent."

Clause 3.2.1 Shall be amended as follows:-

    "(i) We may be in a position where we are providing services to other clients who may

    be in competition with you or whose interest may conflict with your own. We will

    not be prevented or restricted by virtue of our relationship with you under this

    Contract, from providing services to other clients, but

    (a) we will not use Confidential Information for the advantage of such clients and

    we will promptly inform you in writing of the possibility of such an

    engagement where it is to be carried out by PwC's Beijing Office Transaction

    Services department prior to the completion of the Services hereunder; and

    (b) PwC's Beijing Office Transaction Services department will not represent the

    Target, any shareholder of the Target, Asia Paradigm Holdings Inc., or any

    company which is interested in the Target in any matter whatsoever whilst we

    are engaged by you under this Contract.”

Clause 7.2 shall be deleted and replaced as follows:-

    "Any legal proceedings (whether in contract, tort or otherwise) arising out of or in connection with the Services must be commenced within 6 years after the date on which the due diligence report was signed."

Clause 8.2.2 shall be deleted and replaced as follows:-

    Notwithstanding the prohibition on the further distribution of the report covered by this engagement letter to third parties by Singapore Technologies Kinetics Ltd, Singapore Technologies Kinetics Ltd agrees to indemnify us, other PricewaterhouseCoopers Firms and our respective personnel and hold each of us harmless against any liabilities, losses, expenses and other costs we may reasonably incur in connection with any third party claim (whether in contract, tort (including negligence) or otherwise) arising out of or in connection with the Services that results from distribution of our Reports to a third party that has not executed a release letter in a form acceptable to us (see Attachment C). This indemnity will not apply to the extent that the third party claim is finally determined to have resulted from the fraud or dishonesty of the firm or person indemnified.

     Singapore Technologies Kinetics Ltd 18 November 2002 Page 5 of 16

    Clause 9.4 Shall be amended by inserting the following at the end of the clause:-

    " for the Confidentiality Agreement entered between the parties on 11th October


     Shall be deleted and replaced as follows:- Clause 11.5

    " "Confidential Information": has the same meaning as defined in the Confidential

    Agreement dated 11th October 2002."

    6. Acknowledgement and acceptance

    6.1 This Engagement Letter (including its attachment), the enclosed Terms of Business and the

    amended clauses in Section 5.1 together form the Contract between us.

    6.2 Please record your agreement to the terms of this Contract by signing the enclosed copy of

    this letter in the space provided and returning it to us.

    Yours faithfully


    Confirmation of the Contract

    I have read the Contract terms set out in the Engagement Letter dated 18 November 2002

    (including its attachments) and the Terms of Business provided with that letter. I accept

    those Contract terms on behalf of Singapore Technologies Kinetics Ltd and represent that I

    am authorised by Singapore Technologies Kinetics Ltd to do so.

     Singapore Technologies Kinetics Ltd 18 November 2002 Page 6 of 16

Signed: ……………………………………………

Name and position: ……………………………….

On behalf of Singapore Technologies Kinetics Ltd

Date: ………………………..

     Singapore Technologies Kinetics Ltd 18 November 2002 Page 7 of 16


Part 1 Matters to be covered

    Our work will cover the matters set out below, but our report will not necessarily include comments on all of those matters because, in the interests of clearer reporting, we will not report on matters that we do not believe to be significant.


    I.1 Objectives

    To assist STK in assessing more clearly the Chinese market conditions for the Target’s (JV with BHTDP) products by providing an update analysis; and to provide supporting market data to assist in the review of the financial forecast.

    I.2 Key products

; Bulk cement tanker

    ; Concrete mixer

    ; Articulated truck

    ; Dump truck

    I.3 Key issues

; Market potentials for the Target

    - Sales volume & prices forecast by key product

    - Specific focus market size by region (Beijing and Shanghai) by key product

    - Total focus market size by key product

    - Key market drivers and trends by key product

; Regulatory environments

    - The actual impacts of the forthcoming laws (especially the laws banning on-site

    concrete mixing and packing of cement in conventional paper bag)

    - The impact of current tax system (local protection)

    - The impact of local unwritten rules (especially Beijing)

     Singapore Technologies Kinetics Ltd 18 November 2002 Page 8 of 16

    ; Products evaluation

    - Product plans of key competitors by key product

    - Pricing strategies of key competitors by key product

    - Products from new comers by key product

; Customer assessment

    - Product preference (imported / JV’s / local, quality / costs, etc.)

    - Technology preference

    - Services evaluation

    - Brands assessment

    - Satisfaction & dissatisfaction

    - Trends of demand structure in the near future

; Others

    - Costs trends of top 5 raw materials

    - Assessment on the impacts of distribution networks

    - Competition arena in the targeted cities

    - Macro environments factors and trends

    I.4 Study approach

The research methodologies to be applied by us will involve desktop and primary research

    in the selective target regions (mainly in Beijing and Shanghai). The related data will be

    crosschecked and verified from many sources.

Main secondary research tools will include:

    ; 3rd parties sources: 2 to 3 out sources will be retained ; Media sources: 4 to 6 main related medias

    ; Internet research: 5 to 6 key competitor’s web, industrial associations’ web, and

    related government web, etc.

    ; Others: 1 to 2 related research reports from security companies & funds, etc.

     Singapore Technologies Kinetics Ltd 18 November 2002 Page 9 of 16

    Key primary research methods include:

; 8 to10 interviews with key competitors

    ; 4 to 5 interviews with industrial experts

    ; 15 to 20 interviews with key customers

    ; 4 to 6 interviews with government agencies

    ; 6 to 8 interviews with key dealers

    ; 4 to 5 interviews with importers

    The identity of these interview subjects could be communicated to you and agreed with you prior to interview.

Regional & target cities research:

    ; Our primary research will mainly cover the cities of Beijing and Shanghai, and

    reach out to other areas as necessary with the objective of achieving at coast a

    25% coverage by value of customers and competitors.

    We may make some minor revisions to the methodologies, if considered necessary, based upon the actual circumstances.


    II.1 Review of projections

    In the light of the knowledge gained from the market research, we will review and comment on the projections prepared by STK, focussing on:

     Basis of preparation;

     Assumptions used; and

     Mathematical accuracy.

    The review will only cover the profit and loss projections. We will comment on projected cash flow insofar as we are able to.

    We will include sensitivities to the projections in our report to demonstrate the significance of certain assumptions.

     Singapore Technologies Kinetics Ltd 18 November 2002 Page 10 of 16

    Part 2 Specific matters not to be covered

    We will not carry out any work in the following areas: ; financial and tax due diligence on the Target or Beijing Heavy Duty Truck Plant;

    ; the Group’s strategic positioning strategies;

    ; the appropriateness or sufficiency of the Group’s insurance arrangements;

    ; any environmental exposures of the Group or the adequacy of the Group’s system for

    identifying and controlling such exposures.

Expert advice from specialist consultants should be sought if these matters are of concern.









     普华永道——List of JVs and their partners from websites.doc

     普华永道——Long list of Non-SOE (Trans).doc

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