Subject:FWD: FW: CMBC & AMKODOR Financing - Legal Fees [SORAINEN-L.FID1194750]
From:Вершина Владимир <email@example.com>
Date:9/27/2018, 4:31 PM
Владимир, Игорь, добрый день!
Пересылаю новое письмо от банка, в копии которого вы не стояли. Пожалуйста, сообщите, какова позиция по этому вопросу.
ул. Интернациональная 36-1
Данное электронное письмо является конфиденциальным, и использование информации, содержащейся в нем, ограничено определенными условиями. Подробнее.
We are currently working on the engagement letter with Revera. Because if we directly engage Revera, the payment will be subject to Chinese tax regime.
Based on our preliminary estimation, there will be VAT (6% of the legal fee), withholding tax (10% of the legal fee) and city construction tax and education supplementary tax(12% of the VAT).
Could you kindly confirm with Amkodor if they are OK with these tax payment? Please be noted the final tax amount will be subject to local tax authority’s requirement.
Thank you very much.
Thank you for your e-mail.
In correspondence with Jingbo we discussed only the direct payment to the bank’s legal counsels by Amkodor.
You mentioned the option of “payment from Junhe”. Do you mean the set-up under which (i) the bank engages Junhe; (ii) Junhe engages Revera; (iii) Junhe receives payments with respect to the services of both Junhe and Revera from the bank; and (iv) the bank receives reimbursement of legal fees from Amkodor. If so, this set-up should work for Amkodor, unless this structure leads to increase of expenses related to legal fees. If any additional cost is involved, Amkodor needs to know the amount of cost to make the final decision.
ul Internatsionalnaya 36-1
This e-mail is confidential and is subject to disclaimers.
Can youp please kindly help to advise why the direct payment or payment from Junhe are not workable? I need to know the exact reason to report internally since it's not normal market practice.
Guo Ming CFA
Global Finance, China Minsheng Banking Co.. Ltd
Add: No. 28, Xirongxian Ave, Xicheng District, Beijing, China P.R.
Tel: +86 (10) 5636 8215
Mob:+86 138 1056 5565
Fax: +86 (10) 56368234
We discussed with Amkodor the options of direct payment to the lender’s counsels. From Belarusian law perspective both proposed option are not workable for Amkodor. We believe this issue has already been under discussion, at least in respect of the Belarusian legal counsel engagement. Would you please liaise with the bank to initiate engagement letters approval/signing?
On a separate note, we were informed that you are prepared to discuss the provisions of the Facility Agreement related to tax withholdings. Would it be feasible for you to have a call regarding this issue at 12:00 Minsk time?
We understand that the borrower proposed that all legal fees will be paid to the bank and the bank will forthwith pay to its respective counsels. The bank will also be required to enter into engagement letters with the counsels.
We have talked to the bank today and please note this approach would be time-consuming, as its internal approval takes time in respect of the signing of engagement letter which may delay the signing or drawdown.
Please confirm: (1) if there is any local law restrictions on signing engagement let with lender’s counsels and paying the fees directly; (2) if there are restriction, can we (being authorized by the bank) receive the full payments (including legal fees for Revera) on behalf of the bank. We will then pay the legal fees to Revera as our disbursement. Please note however such payment will be subject to additional 6% PRC tax so there will incur additional costs to the borrower (e.g., the fee is USD 100 but we have to bear USD 106 with 6 to the tax authority, the excess of which is expected to be reimbursed by the borrower).
If both of the above options are not feasible, we will liaise with the bank to initiate its internal process. Your prompt response is highly appreciated.
Jingbo Zhou | 周静波
Associate | 律师
26/F HKRI Centre One, HKRI Taikoo Hui, 288 Shimen Road (No.1), Shanghai 200041, PRC
D: +86 21 2208 6170
F: +86 21 5298 5492
Beijing · Shanghai · Guangzhou · Shenzhen · Dalian · Haikou · Tianjin · Qingdao · Chengdu · Hong Kong · New York · Silicon Valley
北京 · 上海 · 广州 · 深圳 · 大连 · 海口 · 天津 · 青岛 · 成都 · 香港 · 纽约 · 硅谷
The information contained in this e-mail message (and any attachment transmitted herewith) is for the exclusive use of the intended addressee(s) only and may be privileged and confidential. Any review, use, disclosure, reproduction, distribution or other dissemination of this communication is strictly prohibited unless you are an intended addressee. If you have received this communication in error, please reply to the sender highlighting the error and delete the message immediately. Thank you.