BANKING FINANCE. mandatory report to the State Bank of Vietnam - Decision no. 20/2013/QD-TTG.

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1 BANKING - FINANCE... 1 Value level of high value transaction subject to mandatory report to the State Bank of Vietnam - Decision no. 20/2013/QD-TTG Management and use of ODA and concessional loans of donors Decree no. 38/2013/ND-CP... 2 Sustained effort by SBV to manage bad debts... 3 Circular No.02/2013/TT- NHNN and Circular 12/2013/TT-NHNN... 3 Establishment of the Vietnam Asset Management Company Decree no.53/2013/nd-cp... 5 CORPORATE COMPLIANCE... 6 Sale and purchase of goods of FDI enterprises - Circular 08/2013/TT-BCT... 6 List of software, hardware and electronic products serving the State management Circular no.09/2013/tt-btttt Appointment of organizations accredited to BANKING FINANCE Value level of high value transaction subject to mandatory report to the State Bank of Vietnam - Decision no. 20/2013/QD-TTG. On the 18 April 2013, the Prime Minister signed the Decision no. 20/2013/QD-TTG specifying the value level of high value transactions subject to report. The Law on Prevention of Money Laundering 2012 left its Article 21 open for the Prime Minister to decide on the value level of an transaction that subject to report to the State Bank of Vietnam. From 10 June 2013 the value level of high value transactions subject to report is VND 300,000,000 (three hundred million Vietnamese Dong). Subject to the Decision are enterprises described in clause 3 and 4 Article 4 of the Law on Prevention of Money Laundering. Briefly, those are: (a) Financial organizations that are licensed to carry out banking activities or financial related activities, such as receiving deposits; making loans; financial leasing; payment service; issuing the instruments of assignment, credit cards, debit cards, money orders, electronic money; banking guarantee and financial undertaking; providing foreign exchange services and monetary instruments on the money market; consulting and guaranteeing the securities issuance and agency of securities distribution; managing the investment capital portfolio; managing cash or securities for other organizations and individuals; providing insurance services and investment operation related to the life insurance; and money change. And

2 issue certification of regulation conformity for foods and food related products Circular No. 11/2013/TT-BYT... 9 New Decree on air transportation business and general air operation Decree no.30/2013/nd-cp 9 Registration for use of hazardous chemicals for production of products, goods in the industrial field Circular no.07/2013/tt- BCT Conditions for organization conducting environmental surveying Decree no.27/2013/nd-cp INFRASTRUCTURE Model contract for sharing oil and gas products Decree no.33/2013/nd-cp TAX ADMINISTRATIVE FEES Guidance on electronic transactions in the tax field Circular no.35/2013/tt- BTC Adjustment of export and import tax rate by the Prime Minister and the Ministry of Finance with respect to a (b) Oganizations and individuals that are doing business in the relevant non-financial sector such as doing business in games with prizes, casino; doing business in the services of real estate management, the brokerage of real estate, real estate trading floor; trading in precious metal and stone; providing notary and accounting service, the lawyer s legal service and lawyer practice organization; investment trust services, services of establishment, management and executive of enterprise; services of director and secretary provision of the enterprise to a third party. This Decision takes effect on 10 June Management and use of ODA and concessional loans of donors Decree no. 38/2013/ND-CP On 23 April 2013, the Government issued Decree No. 38/2013/ND-CP ( Decree 38 ) on the management and use of official development assistance (ODA) and concessional loans of donors. The Decree 38, which replaces Decree No. 131/2006/ND-CP, entitles private areas to approach ODA and concessional loans. Accordingly, private areas can access ODA and concessional loans if (i) the project owner s capability in managing the implementation of projects is confirmed by the managing agencies of the projects or by agencies providing loans; and (ii) in case of re-borrowing the ODA and concessional loans, the financial plan for project and financial capability of the project owner is appraised in accordance with the current laws and guidance of the Ministry of Finance. The private area can access ODA and concessional loans via the following forms: (i) Borrowing from domestic financial organizations or credit organizations through projects of which credit limits or credit components are financed by ODA and concessional loans in compliance with international treaties; (ii) participating in implementation of projects in the priority domain using ODA and concessional loans in the form of re-borrowing from the State budget; (iii) participating in the implementation of projects under the form of a public-private partnership, of which the Government s contribution is ODA and concessional loans; or (iv) participating in the implementation of

3 number of commodities Charges for waste water Decree no.25/2013/nd-cp Increase in fees for establishing commercial arbitration centers projects targeted to support private areas. Decree 38 also provides high-priority domains for the use of ODA and concessional loans. They comprise (i) construction of integrated, bigscale and modern economic infrastructure, including transport infrastructure (roadway, railway, airport, seaport and internal waterway); urban, infrastructure (urban traffic, water supply and drainage, urban environment hygiene, urban power infrastructure); communication and technological infrastructure; energy infrastructure (prioritizing the development of renewable energy and new energy); irrigation infrastructure and dykes; (ii) development of social infrastructure including culture, health, education and training, vocational training, social security, poverty reduction, population and development; (iii) development of hi-tech science, source technology and the science and technology development in some prioritized, concentrated domains, economic knowledge and human resource with high quality; (iv) development of agriculture and rural areas, including the restructuring and development of agricultural economy, rural socioeconomic infrastructure, building new rural area; (v) enhancement of institutional capacity and administrative reforms; (vi) protection of the environment and natural resources, prevention against and minimizing risks of disaster, response with climate changes, sustainable development and green growth; (vii) support to boost commerce, investment, finance, bank, tourism and other business domains with the aim to strengthen the competitive ability of the economy; (vii) support the implementation of national target programs; and (ix) other prioritized domains under decisions of the Prime Minister. The Decree will take its effect from 6 June Sustained effort by SBV to manage bad debts Circular No.02/2013/TT-NHNN and Circular 12/2013/TT-NHNN One of the largest challenges faced by the Vietnam economy is the remaining bad debts (Non-performing Loans). For a long time, credit institutions in Vietnam have not been obligated to make reports on the actual bad debt rate. The applicable law at the moment was considered

4 to be too relaxed on classifying debts without a clear guidance on such matter. The recently passed Circular no.02/2013/tt-nhnn, with its detailed provisions, is the key to resolve the misclassifications of bad debts by credit institutions in Vietnam. Credit institutions and foreign bank branches alike shall establish internal credit ranking systems along with issuing internal regulations on credit extension, loan agreement and policy on risk provisions. At least each quarter for one times, within 15 (fifteen) first days of first month of each quarter, credit institutions, foreign banks branches must selfimplement classification of debts, off-balance sheet commitments which have arisen until the ending time of final working day of last quarter, based on the capability of customers to pay debts as prescribed in the Circular and send results to the Credit Information Center ( CIC ). Classification of Debts and Off-Balance Sheet Commitments Even though the classification of debts is self-implemented, credit institution must use result of classification of customers debt groups supplied by CIC; in other words, when the credit institutions own result is lower than the CIC result, it must be adjusted to comply with the CIC. All debt balances and value of off-balance sheet commitments of a customer at a credit institution or foreign bank s branch must be classified into a same debt group; in case a customer s debts in a single credit institution were classified into different groups, that credit institution must classify the remaining debts or off-balance sheet commitments of such customer into the group which have highest risk extent. There are two methods to be applied for the classification of debts and off-balance sheet commitments; the quantitative method and the qualitative method. Debts are to be implemented into 5 groups: standard debts; attention required debts; below-standard debts; doubtful debts and potentially irrecoverable debts. Bad debts (Non-performing Loan), according to this Circular, shall be debts which were classified into the last three groups. The first criterion of the quantitative method is the overdue period; regulated thresholds are 10 days, 90 days, 180 days and 360 days.

5 Additionally, this method can be based on the how many time the debt repayment term has been restructured; must it be recovered under inspection conclusion; is the borrower under special control by the State Bank etc. Lastly, the qualitative method also includes provisions on classifying risks to lower or higher risks group based on particular situation. The qualitative method allows banks to conduct classification based on their own assessment. However, certain conditions must be met by the credit institution and be approved in writing by the SBV before such credit institution can apply the qualitative method. The mentioned conditions include: sufficient internal credit ranking systems; having policy on risk provisions as prescribed in the Circular; having a policy to mange credit risks, a model of credit risk supervision; and providing a degree of independence for risk controlling divisions. On 27 May 2013, SBV passed Circular No.12/2013/TT-NHNN, delaying date Circular No.02 come into effect for another year, 01 June The issuance of Circular No.12 is greatly debated over. SBV believes it to be a necessary delay; not only will it allow more time for credit institutions to build a complete internal credit ranking system, but also create favorable conditions for enterprises to access loans, credit supports from banks and resolve the remaining difficulties in business. However, according to a report made by the Banking Working Group of Vietnam Business Forum, this delay was considered to be disappointing for lowering the transparency of activities conducted by credit institutions and leaving the mentioned misclassification problem remain unchanged. Establishment of the Vietnam Asset Management Company Decree no.53/2013/nd-cp The Vietnam Asset Management Company, which is a 100% stated owned company, is finally being prepared to be established. This establishment, according to the central bank, is a solution for the remaining bad debts in the economy. The project received the approval by the prime minister under Decree No.53/2013/ND CP on 18 May 2013, after many delays this year.

6 The charter capital of VAMC is contributed by the SBV. The central bank said the VAMC would then buy bad debts with its own capital or through the issue of special bonds, which will pay no interest, having a maximum term of 5 years and may be used to obtain refinancing loans from the central bank. However, subject to Decree No. 53, VAMC shall only buy bad debts from Vietnamese credit institutions, credit institutions with 100% foreign capital and Joint-venture credit institutions are excluded. VAMC shall implement measures to restructure debts with the aim to support loan customers. This can be done by adjusting the term of debt payment, time limit for debt payment in conformity with production and business of borrower; applying interest of purchased debts in conformity with solvency of loan customers and market conditions; and reducing partly or exempting whole interest amounts which are overdue for payment which loan customers have not yet had solvency. CORPORATE COMPLIANCE Sale and purchase of goods of FDI enterprises - Circular 08/2013/TT-BCT The Ministry of Industry and Trade on 22 April 2013 issued Circular 08/2013/TT-BCT concerning the sale and purchase of goods of foreign direct investment enterprises (FDI enterprises). This Circular shall replace Circulars 09/2007/TT-BTM and 05/2008/TT-BCT providing guidelines on the implementation of Decree 23/2007. Following are some noticeable points covered by the new Circular: First, regarding export right, FDI enterprises are entitled to buy imported goods for exporting provided that tax payment and other financial obligations thereof have been fully fulfilled. However, FDI enterprises are merely entitled to buy goods directly from Vietnamese merchants having registered business or importing right and distributing right for exporting such goods. Earlier, related laws did not differentiate Vietnamese merchants and foreign ones; they would be deemed

7 qualified to execute export right when they own a valid business registration certificate or are entitled to distribution right. Second, regarding import right, FDI enterprises having import right without distribution right are merely entitled to sell imported goods to Vietnamese merchants with registered business or with export and distribution right as to such goods. Previously, Circular 05/2008/TT- BCT did not differentiate whether the merchants who buy imported goods are Vietnamese or foreign ones. Third, this Circular provides regulations that FDI export processing enterprises are permitted to distribute goods to enterprises located in or out of export processing zone. Fourth, the establishment of the second or more retail outlets with an area of under 500 square meters at such places as provinces and cities under the central government may plan for goods selling and purchasing activities and the infrastructure construction relating thereto has been completed (such as department stores) shall not be subject to the consideration of economic need test (ENT). We, nevertheless, notice that, subject to Decree 23/2007, such establishment of retail facilities must be approved by the Ministry of Industry and Trade. Fifth, under applicable regulations, the formation of the first retail outlet need not comply with Decree 23/2007 and Circulars providing guidelines thereon (including restrictions on ENT), yet the new Circular provides that the formation of retail facilities, including the first one, in Vietnam by foreign investors must comply with the planning of provinces and cities. Sixth, the new Circular also requires that periodical and contingent reports of FDI enterprises goods selling and purchasing activities as well as activities relating directly to goods selling and purchasing must be made in accordance with laws. Seventh, the Circular still does not have regulation on establishment or guidelines of wholesale outlets, which is a matter of concern to many FDI enterprises executing wholesale right.

8 In general, the new Circular has issued some regulations that facilitate FDI enterprises in goods selling and purchasing activities. Nonetheless, the regulation regarding the establishment of the second or more retail outlets as stated therein is still vague and people are still doubtful about its feasibility; such regulation, therefore, has yet met FDI enterprises expectation. In addition, the Circular provides some regulations that are not expected by FDI enterprises such as the restriction on fellow traders as to export, import right or the regulation on report. The Circular shall be effective since 7 June List of software, hardware and electronic products serving the State management Circular no.09/2013/tt-btttt. On the 08 April 2013, the Ministry of Information and Communications passed Circular No. 09/2013/TT-BTTTT issuing the list of software, hardware and electronic products. The list was set out to establish a system of specialized products for the software, hardware, and electronic industry serving the business registration; investment, application of tax policies and incentive polices, export and import management, quality control, and other activities related to software, hardware, and electronic products. The Ministry of Information and Communications shall adjust the list to suit the management requirements based on the development of the market and the policies on information technology development in each period. This list is an attempt from the Ministry of Information and Communications in a push toward transparency and consistency throughout the control system, particularly for the technology sector. Both state agencies and enterprises now can refer to a finite list of software and hardware for reference. However, technologies, in respect of both hardware and software, can change overnight. Therefore it is essential for the State to leave an open clause, allowing them to quickly adapt to the ever changing technology world.

9 This Circular takes effect on 23 May Appointment of organizations accredited to issue certification of regulation conformity for foods and food related products Circular No. 11/2013/TT-BYT On 8 April 2013, the Ministry of Health promulgated Circular No. 11/2013/TT-BYT ( Circular 11 ) on appointing organizations entitled to issue regulation conformity certification applicable to packed and processed foods; food additives; substances supporting food processing; packaging materials, tools in direct contact with foods (the Appointees ) Circular 11 which has taken effect from 25 March 2013 provides requirements and procedure for appointment of the Appointees. Accordingly, a duly established organization that has been granted a certificate for registration of certifying activity by Directorate for Standards, Metrology and Quality may be appointed as an Appointee if it have at least 05 assessment experts in official payroll (employees who have signed contract with term of 12 months or more or non-term contract) and satisfy the following requirements: (i) They have graduated from university or a higher level and have specialized in field of assessment and certification, of which at least 03 experts with working experience from 03 years or more; and (ii) They have obtained certificates of annual training courses on food safety held by the Food Safety Agency. An appointing decision from Food Safety Agency shall be issued to satisfied organization within thirty (30) days since the date of submission of legitimate dossier. This Circular comes into effect since 23 May New Decree on air transportation business and general air operation Decree no.30/2013/nd-cp

10 On 08 April 2013, the Government issued Decree No. 30/2013/ND-CP replacing Decree No. 76/2007/ND-CP on air transportation business and general air operation (the Decree ). This Decree governs contents in regard of conditions and procedures for granting license of air transport business and license of general air business for commercial purposes, also certificate of general air operation registration for non-commercial purposes; and the use of brand and franchise of air transport business enterprise and noncommercial air business enterprises. Under this Decree, one of the most remarkable provisions is the condition on minimum capital required to establish and maintain air transportation business operation. Particularly, the legal capital must be VND 700 billion for airlines operating up to 10 aircrafts with international air transportation or VND 300 billion for airlines only operating in domestic air transportation. The legal capital will be increased subject to the scale of an airline. For example, with regard to airlines operating with between 11 and 30 aircrafts, the legal capital must be at least VND 1 trillion for airlines operating in international routes or VND 600 million for airlines operating in domestic routes. With airlines having more than 30 aircrafts, the legal capital must be at least VND 1.3 trillion for international operating airlines or VND 700 billion for those domestically operating. With regard to the airlines with foreign-invested capital, this Decree requires that the capital contribution of the foreign party may not exceed 30% of charter capital of an airline, and Vietnamese entities or individuals which has no foreign-invested capital must keep the largest charter capital. Furthermore, according to this Decree, the transfer or donation of shares to the foreign investors are only implemented after 02 year from the date of commencing air transport operation and supply of general air services and shall comply with the provisions of this Decree. This Decree entered into force on 01 June 2013.

11 Registration for use of hazardous chemicals for production of products, goods in the industrial field Circular no.07/2013/tt-bct Circular No. 07/2013/TT-BCT (the Circular ) was passed by the Ministry of Industry and Trade on 22 April 2013 which provides for the registration for use of hazardous chemicals for production of products, goods in the industrial field. Regarding the obligation of registration for use, the Circular stipulates that organizations and individuals using hazardous chemicals must register for use by written form to the provincial Department of Industry and Trade in charge of management of their locality (the DOIT ) within 15 (fifteen) working days before beginning the use. In the event of changes in the owner, operation places or purpose of use, organizations and individuals must re-register for use of hazardous chemicals with the DOIT within 15 (fifteen) working days upon the occurrence of such events. Subject to this Circular, organizations and individuals using hazardous chemicals must report the use of chemicals on the basis of content registered with the DOIT before June 10 for the 6 (six) - month report; and before December 10 for the annual report. The list of hazardous chemicals which must be registered for use is specified in Annex 1 promulgated together with this Circular. This Circular will take effect on 01 January Conditions for organization conducting environmental surveying Decree no.27/2013/nd-cp The Government recently promulgated Decree No.27/2013/ND-CP regulating the conditions of organisations involved in environmental surveying ( Decree 27 ).

12 According to Decree 27, the certificate of eligibility for environmental surveying is valid for 36 months from the granting date and may be renewed several times, with each extension not exceeding 36 months. Decree 27 states that in order for an organisation to be issued a certificate of eligibility for environmental surveying at site, three conditions must be satisfied. First, the organization must have decision on its establishment, or a certificate of technology and science operation, certificate of business registration or certificate of investment granted by the competent state management agencies in which there is environmental survey activity. Second, the organization must have qualified personnel to perform the field surveys under law. For example, the head of the organization must hold at least a university degree. Furthermore, there must be a person directly responsible for the field monitoring team, who must hold at least a university degree specialising in environment, chemistry, biology, forestry, petrology, nuclear physics, radiation, geography or geology with a minimum of 24 months experience in the field of environmental surveying. Third, the organization must have sufficient equipment and material facilities to perform the field surveying at site such as regulations on equipment, tools and enough chemicals to obtain samples, sample preservation and measurement, testing and analysis in the field of environmental components. Decree 27 also provides the conditions for granting certificate of eligibility for environmental surveying in the area of environmental analysis. Decree 27 also stipulates that a certificate of eligibility for environmental surveying may be revoked or canceled when either: (i) The organization is banned from operation, declared bankrupt, dissolved, divided and separated; (ii) The organization no longer meets one of the conditions specified in

13 Decree 27; and (iii)the organization does not comply with its commitment to observe technical regulations on environmental surveying and does not implement and maintain the quality assurance program in environmental survey. Decree 27 takes effect from 5 June INFRASTRUCTURE Model contract for sharing oil and gas products Decree no.33/2013/nd-cp On the 22 th of April 2013, the Prime Minister issued Decree No. 33/2013/ND-CP regarding approving the model contract of contracts of oil and gas product division (the Decree ). This Decree replaces Decree 139/2005/ND-CP dated 11 November Accordingly, it is mandatory to use the model contract provided by the Decree for agreements of sharing oil and gas products. However, there are some contents allowed for discussion and negotiation between the Vietnam National Oil and Gas Group and its contractors in the case that articles of the model contract state that they are depending on the biding result or negotiation. Notwithstanding, those contracting parties as mentioned above may be allowed not to apply the model contract in the event of approval of the Prime Minister. This Decree does not apply to the oil and gas contracts which have been signed off before the effective date of this Decree. Furthermore, the negotiation and execution between the parties with regard to the oil and gas fields to which the Prime Minister approved the general economic, technique and commercial conditions prior to the effective date of this Decree will comply with the model contract provided by Decree 139/2005/ND-CP mentioned above.

14 This Decree comes into effect from 8 June TAX ADMINISTRATIVE FEES Guidance on electronic transactions in the tax field Circular no.35/2013/tt-btc On 1 April, 2013, the Ministry of Finance promulgated Circular No.35/2013/TT-BTC ( Circular 35 ) amending and supplementing some contents of Circular No. 180/2010/TT-BTC guiding electronic transactions in the tax field. Circular 35 provides two ways of performing electronic tax declarations ( online electronic tax declaration on the web portal of the tax agency and electronic tax declaration by using softwares and supporting tools for tax declaration ). Circular 35 also provides a method through organizations supplying T-VAN service (organization providing value added services on the electronic transactions in the field of tax and is granted the certificate for these services). If the taxpayer performs the tax declaration through organizations supplying T-VAN service, he must fulfill this declaration from the date shown under the notice of confirming the submission of the electronic tax declaration dossier. After this point, the service provider organization, T-VAN, will be responsible for all violations such as late tax filing. The organization takes responsibility for transfering the electronic tax dossier to the web portal of tax agencies no later than 2 hours after receiving the taxpayers electronic tax dossiers. In addition, Circular 35 also provides additional conditions on the collection and electronic payment for commercial banks. Particularly, the bank trade must also meet additional conditions to coordinate state budget revenues; software application state budget revenues through networking and technical solutions for safety, security of taxpayer information tax in accordance to coordinate collection current state budget. The following are the specific amendments and supplements by Circular 35:

15 Time for submitting electronic tax dossier and confirmation are not different from the Circular No.180, the Circular No.35 has just adjusted the organizations supplying T-VAN service beside the the web portal of the tax agencies: The taxpayers perform the electronic transactions in the tax field via the web portal of the tax agencies or organizations supplying T-VAN service for 24 hours a day, seven days a week, including days-off (Saturdays, Sundays, holidays, Tet).The day for the tax dossier submission is counted from 0 o clock to 24 o clock of same day. The time for the electronic tax dossier submission is the time inscribed on the notice confirming the submission of the electronic tax dossier of the tax agency or organizations supplying T-VAN service. The tax agencies or organizations supplying T-VAN service (in case of using T-VAN service) sends notices to confirm the receipt of the electronic tax dossiers to s of the taxpayers no later than 15 minutes after receiving the electronic tax dossiers sent by taxpayers. In relation to the date of electronic tax payment, according to the Article 1(8) of Circular 35, documents of electronic tax payment must have digital signatures of commercial banks or State Treasuries to confirm payment. The signing date by commercial banks or State Treasuries is also the date of electronic tax payment. Circular 35 takes effect from 1 June Adjustment of export and import tax rate by the Prime Minister and the Ministry of Finance with respect to a number of commodities Tax rate of commodities of heading in the preferential import tax schedule is adjusted under the Circular 47/2013/TT-BTC dated 26 April

16 2013, Circular 58/2013/TT-BTC dated 8 May 2013, and Circular 70/2013/TT-BTC dated 22 May 2013 which come into effect from the date of signing. Tax rate of commodities of heading in the preferential import tax schedule is adjusted under Circular 39/2013/TT-BTC dated 9 April 2013, which comes into effect from 24 May Tax rates of commodities of heading 39.03, 54.02, and in the preferential import tax schedule are adjusted under Circular 38/2013/TT-BTC dated 4 April 2013, which comes into effect from 19 May Tax rates of minerals in the export tax schedule are adjusted under Circular 44/2013/TT-BTC dated 25 April 2013, which comes into effect from 9 June Tax rate of used car with 15 seats or less is adjusted under Decision 24/2013/QD-TTg by the Prime Minister dated 3 May 2013, which comes into effect from 20 June Charges for waste water Decree no.25/2013/nd-cp. On 29 March 2013, the Government of Vietnam issued the Decree No. 25/2013/ND-CP on new regulation of environmental protection charges for waste water. This Decree prescribes the environmental protection charges for waste water; the regime of collection, remittance, management and use of the environmental protection charges for waste water. According to the Decree, the Ministry of Finance shall assume the prime responsibility for, and coordinate with the Ministry of Natural Resources and Environment in prescribing specific fixed charge rate and charge rate for each pollutant in industrial waste water; and guide the calculation of environmental protection charge amounts for industrial waste water to be paid by charge payers. The Decree shall take into effect on 1 July 2013.

17 Increase in fees for establishing commercial arbitration centers Circular no.42/2013/tt-btc On the 11 th of April 2013, the Ministry of Finance issued Circular No. 42/2013/TT-BTC regulating on the collection levels, regime of collection, remittance, management of fees in the field of commercial arbitration operation, which replaces Circular No.01/2005/TT-BTC dated 4 January Accordingly, the Circular set fees for various licenses regarding (i) establishment, amendment of establishment license, and (ii) operation license, and amendment of operation license of arbitration center, branch of arbitration center (including local and foreign centers), and representative office of foreign arbitration center in Vietnam. This Circular takes effect on the 1 st of June Disclaimer The material contained in this legal briefing is provided for general information purposes only and does not contain a comprehensive analysis of each item described. This briefing and the information contained herein are not a substitute for the recipient s independent evaluation and analysis of the relevant documents. Readers should seek professional advice specific to their situation. No liability is accepted for acts or omission taken in reliance upon the contents hereof.