Guide For Foreigner(s) Doing business in Myanmar

CONTENTS (1) INVESTMENT LAW...............................................................................2 (2) EQUITY....................................................................................................3 (3) MINIMUM INVESTMENT LEVEL........................................................3 (II) APPLICATION.......................................................................................4 (1)AGENCY/IES INVOLVED IN ADMINISTERING INVESTMENT APPLICATION AND GRANTING OF INCENTIVES............................................................4 (2) CONDITIONS INCLUDING TIMETABLE FOR PROCESSING OF APPLICATION...............................................................................................4 (III) RESTRICTIONS.....................................................................................5 (IV) FOREIGN EQUITY POLICIES.............................................................5 (1) EQUITY REGULATIONS........................................................................5 (V) INCENTIVES..........................................................................................5 (1) CORPORATE INCOME TAXES/INCOME TAX ALLOWANCE........5 (2) EXEMPTION FROM OR REDUCTION OF TAXES ON IMPORTED CAPITAL GOODS............................................................................................................6 (3) EXEMPTION FROM OR REDUCTION OF TAXES ON IMPORTED RAW MATERIALS...................................................................................................6 (VI) TAXATION............................................................................................7 (1) CORPORATE TAX..................................................................................7 (3) WITHHOLDING TAX.............................................................................7 (4) PERSONAL INCOME TAX....................................................................7 (VII) FINANCIAL REGULATIONS.............................................................8 (1) BORROWING..........................................................................................8 (2) FOREIGN LOAN.....................................................................................8 (3) FOREIGN EXCHANGE...........................................................................8 (4) REPATRIATION OF CAPITAL/PROFITS.............................................8 (VIII) EMPLOYMENT FOR APPROVAL OF FOREIGN WORKERS......9 (IX) LAND AND BUILDING OWNERSHIP...............................................9 (1) REGULATION ON ACQUISITION OF LAND AND BUILDING.......9

(2) RESTRICTIONS.......................................................................................9 Appendix ( A )...............................................................................................10 (X) Types of economic activities allowed for foreign investment...............10 Appendix ( B )...............................................................................................15 SAMPLE APPLICATION FORM FOR FOREIGN INVESTMENT..........15 Appendix ( C )...............................................................................................24 Legislative requirements for Companies.......................................................24 Appendix ( E ) ...............................................................................................30 THE SCHEDULE : FORM - A..................................................................30

(I) RELEVANT LEGISLATION

(1) INVESTMENT LAW

The Union of Myanmar Foreign Investment Law (November 1988) According to the Foreign Investment Law, foreign investment in Myanmar can take one of the following three forms: 1) Partnerships, limited companies, or wholly foreign-owned subsidiaries. 2) Production sharing contracts with one of the State-owned Economic Enterprises (SEEs) for exploration, extraction and sale of petroleum and natural gas and mining operations. 3) Joint ventures, either as partnerships or limited companies with any individual, firm, cooperative, or state-owned enterprise of Myanmar. Procedures relating to the Union of Myanmar Foreign Investment Law (December 1988) A foreign investor who intends to invest in Myanmar is required to apply a permit from the MIC (Myanmar Investment Commission) if he wishes to be considered for incentives and exemptions under the Foreign Investment Law. The application procedure is as follows: A potential Foreign investor, or promoter, must submit the investment proposal to the MIC in a prescribed form, which can be obtained at the following address: Directorate of Investment and Company Administration No.653/691, Merchant Street, Pabedan T/S, Yangon. The Union of Myanmar The investment proposal has to be supported by the following documents: business profiles and documents supporting financial credibility such as the latest audited accounts of the person or the firm intending to make the investment,

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 bank reference and recommendation regarding the potential foreign investors business standing; and detailed calculation relating to the economic justification of the proposed project indicating : - the estimated annual net profit, annual income and expenditure statement; - annual production/services, annual cash flow statement; - the estimated annual foreign exchange earnings and requirements; - recoupment period; - prospects of creating employment; - prospects of increasing national income; - local and foreign market conditions; - requirement for local consumption; - prospects of foreign exchange savings. Notes: i. If the proposed project is a 100% direct foreign investment, a draft contract executed with a State organization that is responsible for the smooth operation of enterprise in the respective field must also be attached; ii. If the proposed project is a joint-venture, a draft contract between the foreign investor and the local counterpart must also be attached; iii. If the proposed project involves leasing of land, a draft lease agreement must also be attached; and iv. If the proposed joint-venture in Myanmar is in the form of a limited liability company, a draft Memorandum and Articles of Association must also be attached.

(2) EQUITY
If a joint venture is formed, at least 35% of total equity could be owned by foreign investor.

(3) MINIMUM INVESTMENT LEVEL

US$ 500,000 for manufacturing; US$ 300,000 for services.

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(II) APPLICATION (1)AGENCY/IES INVOLVED IN ADMINISTERING INVESTMENT APPLICATION AND GRANTING OF INCENTIVES
The Myanmar Investment Commission (MIC) Directorate of Investment and Company Administration No.653/691, Merchant Street, Pabedan T/S, Yangon. The Union of Myanmar

(2) CONDITIONS INCLUDING TIMETABLE FOR PROCESSING OF APPLICATION

The following are the application procedures: A promoter for foreign investment shall submit a proposal in the prescribed form to MIC. The MIC will issue a Permit if the proposal is approved. If the approved economic activity is to be formed as a limited company, it must apply for Permit from the Ministry of National Planning and Economic Development through the Company Registration Office. After being granted a Permit, the company must be registered with the Company Registration Office under the Ministry of National Planning and Economic Development. A company involved in foreign trade has to apply for registration as an exporter/importer with the Ministry of Commerce. The duration for processing an application will take 4-6 weeks if the documents are in order and complete Proposal Form attached. (Refer to Section 1 Procedures relating to the Union of Myanmar Foreign Investment Law).

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(III) RESTRICTIONS
The Economic Enterprises that are to be carried out solely by the Government (as stated in Section 3 of the State-Owned Economic Enterprises Law) are as follows: (a) extraction of teak and sale of the same in the country and abroad; (b) cultivation and conservation of forest plantation with the exception of village-owned fire-wood plantation cultivated by the villagers for their personal use; (c) exploration, extraction and sale of petroleum and natural gas and production of products of the same; (d) exploration and extraction of pearls, jade and precious stones and export of the same; (e) breeding and production of fish and prawns in fisheries which have been reserved for research by the Government; (f) Postal and Telecommunications Service; (g) Air Transport Service and Railway Transport Service; (h) Banking Service and Insurance Service; (i) Broadcasting Service and Television Service; (j) Exploration and extraction of metals and export of the same; (k) Electricity Generating Services other than those permitted by law to private and cooperative electricity generating services; (l) Manufacture of products relating to security and defence which the Government has, from time to time, prescribed by notification.

(IV) FOREIGN EQUITY POLICIES (1) EQUITY REGULATIONS

100% foreign equity ownership is allowed according to the Foreign Investment Law. Foreign investor may enter into a joint venture, either as a partnership or a limited company with any individual, firm, co-operative, or State-owned enterprise of Myanmar In the case of a joint venture, the foreign capital must be at least 35% of the total equity capital.

(V) INCENTIVES (1) CORPORATE INCOME TAXES/INCOME TAX ALLOWANCE

granted a minimum of 3 year corporate income tax exemption. extendible on a case-by-case basis.

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(2) EXEMPTION FROM OR REDUCTION OF TAXES ON IMPORTED CAPITAL GOODS

During the construction, exploration and development period of the investment project; grants exemption from customs duty and other internal taxes on imported capital equipment and materials. During the construction period as mentioned in the proposal form or extended construction period approved by MIC, the investor can enjoy this exemption.

(3) EXEMPTION FROM OR REDUCTION OF TAXES ON IMPORTED RAW MATERIALS

During the first 3 years of commercial production and operational period, exemption from customs duty and other internal taxes on imported raw materials is granted. The investor has to inform MIC the commenced date of commercial operation for approval. After getting MIC approval, the investor can enjoy the exemption on imported raw materials. It is necessary to mention the performance of the project in applying the above incentives.

(4) OTHER INCENTIVES (I.E. GRANTS, DOMESTIC LOANS, SUBSIDIES, ETC.)

Exemption or relief from income tax on profits which are maintained in a reserved fund and re-invested within one year. Right to accelerate depreciation. Relief from income tax up to 50% on the profits accrued from exports. Right to pay income tax on behalf of the foreigners employed and to deduct the same from the assessable income of the enterprise. Right to pay income tax of the foreign employees at the rates applicable to the citizens of Myanmar. Right to deduct the expenditures for research and development carried out within the State.

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 Right to carry forward and set off losses up to 3 consecutive years, from the year the loss is made.

(VI) TAXATION (1) CORPORATE TAX

Treated as resident - taxed at the rate of 30% on income accruing or arising in Myanmar and outside of Myanmar.

(2) COMMERCIAL TAX (Value added Tax)

- ranging from 0%-200%. - Payable on goods imported or produced in Myanmar, trading sales, and services.

(3) WITHHOLDING TAX

Withholding tax rates (could range from 3.5 % to 15 %) Depending on the types of payments (interest, royalties, and payment for the work done under different kinds of organisations) Different rates of withholding tax: Interests: - For resident citizens and resident foreigners= 15% - For non-resident foreigners= 20% Royalties for the use of license, trade marks, patent rights, etc.: - For resident citizens and resident foreigners= 15% - For non-resident foreigners= 20% Payment on contracts undertaken by State organisations, development committees and cooperative societies: - For resident citizens and resident foreigners= 3% - For non-resident foreigners= 3.5% Payment for work done to foreign contractor: - For resident citizens and resident foreigners= 2.5% - For non-resident foreigners= 3%

(4) PERSONAL INCOME TAX

1. A resident foreigner 2. A non-resident foreigner 4.1. A resident foreigner (A foreigner staying in Myanmar for 183 days or more is considered a resident foreigner.) - taxed on salaries based on progressive scale, - starting at 3% and rising to a maximum rate of 30%.

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4.2. A non-resident foreigner - at the flat rate of 35%, or - at progressive rates ranging from 3% to 50%, whichever is greater.

(VII) FINANCIAL REGULATIONS (1) BORROWING

Domestic borrowing in foreign currency is not available. Domestic borrowing in local currency can be provided by the commercial banks operating in the country.

(2) FOREIGN LOAN

There is a 15% withholding tax for interest paid to non-resident lender.

(3) FOREIGN EXCHANGE

Foreign borrowings and foreign equity investments would require prior approval from MIC. All foreign investments should be registered with MIC to enable applications for capital repatriation and profit remittance.

(4) REPATRIATION OF CAPITAL/PROFITS

Remittance of profit and capital repatriation are subject to prior approval of MIC and are also subject to Foreign Exchange Regulations.

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(VIII) EMPLOYMENT FOR APPROVAL OF FOREIGN WORKERS (1) CONDITIONS OF APPROVAL OF FOREIGN EMPLOYEES (MANAGERIAL, SUPERVISOR, EXPERTISE)
In appointing personnel in an organisation formed under the Permit issued by MIC, preference shall be given to citizens. However, MIC can consider the request for appointment of experts and technicians from abroad on a case-by-case basis.

(IX) LAND AND BUILDING OWNERSHIP (1) REGULATION ON ACQUISITION OF LAND AND BUILDING
Foreigners cannot own land. Can lease it for periods up to 30 years, or more if approved by MIC. The lease can be extended if the project is mutually beneficial between the Investor and the State.

(2) RESTRICTIONS
cannot lease any immovable property from the private sector more than one year at a time.

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Appendix ( A ) (X) Types of economic activities allowed for foreign investment.

The following list of economic activities in which foreign investment may be made: List of Economic Activities Sr.No Type of Economic Activities 1 1 2 2 1 2 Agriculture Cultivating, producing, processing and marketing of seasonal agricultural crops (including tapioca and tobacco). Establishing of plantations, (including medicinal plants, coffee, tea, palm oil, horticulture, etc.)and producing, processing and marketing of their produce. Livestock and Fishery Livestock breeding, processing, canning and marketing of livestock and its products (including pig breeding and pork processing, etc.) Production and marketing of animal feeds, additives, supplements and veterinary medicines. Breeding, fishing, processing and marketing of fresh water and marine fish, prawns and other aquatic organisms (including fish fry), fingerlings, post larvae of shrimp, but not including breeding and production of fish and prawns in fisheries which have been reserved for research by the Government. Production, processing, marketing of all kinds of fish feeds. Forestry 1 Production and marketing of basic construction material, furniture, parquet, etc., using teak extracted and sold by the State-owned economic organizations. (To be carried out jointly with the State-owned economic organizations.) Production and marketing of carvings and handicrafts made of teak that has been extracted and sold by State-owned economic organizations engaged in the extraction and marketing of the same. Products, processing and marketing of hardwoods (other than teak), bamboo, cane/rattan and other forest produce. Production and marketing of construction material, furniture and other productions using hardwoods (other than teak), bamboo, cane/rattan and other forest produce. Mining

3 4 3

2 3 4 4

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1 2 3 5

Exploration, exploitation, production and marketing of non-metallic industrial minerals, such as coal, limestone, gypsum. Marble quarrying and production and marketing of marble blocks and slabs. Carrying out other quarrying industries and marketing of products thereof. Industry (1) Foodstuff Manufacturing and marketing of bakery products including biscuits, wafers, noodles, macaroni, spaghetti, etc. Manufacturing and marketing of all kinds of confectionery including those of sweets, cocoa and chocolate. Preserving, manufacturing, canning and marketing of other food products. Processing, manufacturing and marketing of oil and fats from vegetables, animals and other substances. (2) Textile Combing, spinning, weaving, finishing and marketing of textile materials of cotton, jute, silk wool, synthetic fibers, mixed fiber and other fibers of all kinds. Manufacturing and marketing of made up apparel of all kinds including knitwear. Manufacturing and marketing of made up apparel materials of all kinds including towels, linens of all kinds, rug and carpets. Manufacturing and marketing of cordage, rope and twine of all kinds. (3) Personal Goods Manufacturing and marketing of soap of all kinds, dentifrices, cosmetics, perfume and toilet preparations. Manufacturing and marketing of all kinds of personal goods not elsewhere specified, including umbrella, safety matches, etc. Manufacturing and Marketing of jewellery. (4) Household Manufacturing and marketing of household goods such as textile, glass, plastic, melamine, metal products, ceramic and earthenware. Manufacturing and marketing of non-electrical household goods such as enamelware, cutlery, crockery of all kinds. Manufacturing and marketing of electrical household goods and appliances, such as refrigerators, air conditioners, hot plates, irons, cookers, fans and other home use appliances. Manufacturing and marketing of radios, transistors, television receivers, -11-

1 2 3 4

1 2 3 4

1 2 3

1 2 3 4

videos, etc. 5 Manufacturing and marketing of electrical fittings and fixtures, electric lamps, bulbs and tubes, etc.

(5) Leather Products and the Likes 1 2 3 Processing of hides, skins and leathers of all kinds, excluding synthetic leather, and manufacturing and marketing thereof, including footwear, handbags etc. Processing of synthetic and artificial leather and manufacturing and marketing thereof, including footwear, handbags etc. Processing and marketing of furs and skins not elsewhere specified. (6) Transport Equipment 1 2 3 4 5 Manufacturing and marketing of bicycles, tricycles and other cycles of all kinds, component parts and accessories. Manufacturing and marketing of scooters, motor cycles, mopeds, etc. component parts and accessories. Manufacturing and marketing of motor cars, buses, trucks, vans, wagons, component parts and accessories. Manufacturing and marketing of tractors of all kinds, ambulances, fire engines, dump trucks, bowsers and other occupational motor vehicles, component parts and accessories. Manufacturing and marketing of tires, tubes and flaps for all kinds of vehicles and other purposes. (7) Building Materials 1 2 3 4 5 Manufacturing and marketing of bricks, tiles, floor tiles and wall tiles, refractory bricks, etc. Manufacturing and marketing of asbestos building materials of all kinds. Manufacturing and marketing of cement of all kinds, cement products, limes, plaster and related manufactures. Manufacturing and marketing of prestressed concrete pipe, plant and other concrete products. Manufacturing and marketing of all kinds of glass and glass products. (8) Pulp and Paper 1 2 Manufacturing and marketing of pulp of all kinds, paper and paper board of all kinds including newsprint. Manufacturing and marketing of paper, paper board including carbon paper, waxed paper, toilet paper, etc.

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(9) Chemicals, Chemical Products and Pharmaceuticals 1 2 3 4 5 6 7 8 9 10 Manufacturing and marketing of all kinds of basic chemical, organic and inorganic including caustic soda, chlorine, stearic acid, etc. Manufacturing and marketing of all kinds of light chemicals, not elsewhere specified. Manufacturing and marketing of all kinds of plastic wares. Manufacturing and marketing of chemical products, such as paint, varnishes, dyes, thinner and lacquers, etc. Manufacturing and marketing of industrial chemical gases including compressed, liquefied and solid forms. Manufacturing and marketing of ice in all forms. Manufacturing and marketing of medicine, pharmaceuticals and drugs, etc. Manufacturing and marketing of insecticides, pesticides, etc. Manufacturing and marketing of rubber products. Recycling of chemicals, plastic wastes and others and marketing. (10) Iron and Steel 1 2 3 4 Manufacturing and marketing of iron and steel products, using iron and steel purchased from State-owned economic organizations or from abroad. Manufacturing and marketing of basic iron and steel products using iron and steel purchased from State-owned economic organizations or from abroad. Manufacturing and marketing of basic nonferrous metal products of all kinds using metals purchased from State-owned economic organizations or from abroad. Manufacturing and marketing of pre-fabricated and structural products of all kinds including construction and building parts. (11) Machinery and Plant 1 2 3 4 5 6 Manufacturing and marketing of all kinds of agricultural machinery and agricultural equipment. Manufacturing and marketing of all kinds of machinery and equipment used for extraction of timber. Manufacturing and marketing of all kinds of mining machinery and equipment. Manufacturing and marketing of all kinds of machinery and equipment for other industrial purposes including wood-based industries. Manufacturing and marketing of scientific, medical, surgical, optical and all other professional machinery, equipment and accessories. Manufacturing and marketing of machinery, equipment and accessories

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required for the production and distribution of electricity including cable, switches, transformer, generator, battery, etc. 7 8 9 10 11 12 13 14 15 16 17 6 1 2 7 1 2 3 4 8 1 9 1 Manufacturing of machinery, equipment and accessories required for all kinds of telecommunication including wireless sets, telephone, etc. and marketing under the permission of the Government. Manufacturing and marketing of pumps all kinds. Manufacturing and marketing of all kinds of machinery and equipment not elsewhere specified, including piston, piston rings, injection pump and nozzles, casting parts, forging parts pressure vessel, etc. Manufacturing of small plants. Manufacturing and marketing of all kinds of machine tools. Manufacturing and marketing of all kinds of cables, ropes, twine, chain and similar products. Manufacturing and marketing of cinematographic and photographic films, cassette and video tapes and related electronic and electrical products. Manufacturing and marketing of clocks and watches of all kinds. Manufacturing and marketing of fountain pens, ball pens, pencils and similar writing gears. Manufacturing and marketing of all kinds of toys, mechanical and nonmechanical. Manufacturing and marketing of machinery and equipment not elsewhere specified. Construction Construction enterprises undertaking domestic and overseas construction works. Installation of machinery plants and equipment and provision of trial and test run service. Transport and Communications Road transport and vehicles repair services. Inland water transport services. Dockyard services. Shipping agency services. Trade Hotels and Tourist Industries. Economic activities to which the State-owned Economic Enterprises Law applies Economic activities mentioned in section 3 of the State-owned Economic -14-

Enterprises Law, provided permission has been obtained under section 4 of the said Law. Note: If proposals for economic activities not specified in the above mentioned list are submitted, they will be considered individually by the MIC.

Appendix ( B ) SAMPLE APPLICATION FORM FOR FOREIGN INVESTMENT

Proposal of the Promoter to make Foreign Investment in the Union of Myanmar To The Chairman, The Union of Myanmar Foreign Investment Commission, Yangon, The Union of Myanmar. Reference No. Date I wish to make investment in the Union of Myanmar in accordance with the Union of Myanmar Foreign Investment Law, and I herewith apply for permission furnishing the following particulars1. Promoter's(a) Name ............................................................................................ (b) Father's name ................................................................................ (c) National registration No. .............................................................. (d) Citizenship .................................................................................... (e) Address ......................................................................................... (f) Name of principle organization ..................................................... (g) Type of business ........................................................................... (h) Place of organization .................................................................... (i) Place of incorporation .................................................................. 2. If investment is to be made by joint-venture, the particulars of the persons wishing to participate in the joint-venture with the promoter(a) Name ............................................................................................ (b) Father's name ................................................................................ (c) National registration No. .............................................................. (d) Citizenship ................................................................................... (e) Address ........................................................................................ (f) Name of principle organization .................................................... (g) Type of business .......................................................................... (h) Place of organization .................................................................... (i) Place of incorporation .................................................................. -15-

3.

Type of business in which investment is to be made(a) Production ................................................................................... (b) Services ........................................................................................ (to indicate name of goods or type of services) 4. Form of economic organization(a) Sole Proprietorship ....................................................................... (b) Partnership .................................................................................... (c) Limited Company ...................................................................... (to enclose the list of the name, citizenship, address and designation of the executives of the organization, indicating the local and foreign capital ratio) 5. If the organization is in the form of a partnership(a) Capital ratio and amount to be contributed by the partners ...................................................................................................... (b) Profit sharing ratio ....................................................................... (c) Rights and liabilities of partners ................................................. 6. If the organization is in the form of a limited company(a) Authorised capital ........................................................................ (b) Types of shares ............................................................................. (c) Share capital to be subscribed by the shareholders ....................... ....................................................................................................... 7. Particulars relating to the organization in which investment is to be made(a) Amount of capitalKyat (1) Amount of local capital to be contributed .................. (2) Amount of foreign capital to be brought in .................. ____________ Total ____________ (b) Amount of foreign capital to be brought inKyat (1) Foreign currency .................. (2) Others .................. ____________ Total ____________ (c) Period for bringing in items mentioned in sub-paragraph (b) .................................................................... .................................. (d) Proposed duration of investment ................................................... (e) Construction period ....................................................................... (f) Commencement of construction .................................................... 8. Particulars relating to the proposed economic organization-

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(a) Type of business .......................................................................... (to indicate production/services etc.) (b) Proposed place(s) at which investment is to be made .................. ...................................................................................................... (c) Technique of operation ................................................................ (d) Annual fuel requirement .............................................................. (to indicate type/quantity) (e) Annual electricity requirement .................................................... (f) Annual water requirement ........................................................... (to indicate daily requirement, if any) (g) Annual equipment/raw materials requirement ............................. (to enclose a list of type/quantity/value) (h) Building requirement ................................................................... (i) Type of land and area requirement .............................................. (j) Goods to be produced/services to be rendered ............................. (to indicate name, type, annual estimated quantity and value of the goods/services) (k) System of sales ............................................................................. 9. Details of foreign capital to be brought inForeign Estimated Kyat Currency Equivalent (a) Foreign currency ............... ...................... (type and amount) (b) Value of machineries, equipment etc. ............... ..................... (to enclose detail statement) (c) Value of raw materials and other ............... ..................... similar materials (d) Value of rights which can be evaluated, ............... ..................... such as license, trade mark, patent rights (e) Value of technical know-how ............... ..................... __________ ______________ Total __________ ______________ 10. Details of local capital to be contributed Kyat (a) Amount of cash .................. (b) Value of machineries and equipment .................. (to enclose detail statement) (c) Buildings/Land .................. (d) Value of furniture and office equipment .................. (to enclose detail statement) (e) Value of raw materials .................. (to enclose detail statement) ____________ Total ____________ 11. Particulars relating to annual production/services-

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(a) Type and value of foreign exchange required (b) Amount of foreign exchange to be received (c) Amount of working capital requirement in Kyat (d) Value of exportable goods/services (e) Value of annual local sale of goods /services 12.

Foreign Estimated Kyat Currency Equivalent ............... ..................... ............... ..................... ............... ..................... ............... ..................... ............... .....................

List of personnel required for the proposed economic organization(a) Local personnel requiredSerial No. Type of personnel Number ................. ............................... ......................... ................. ............................... ......................... (b) Foreign experts and technicians requiredSerial No. Type of expertise Number Proposed period of employment ................. ........................ ............. ... .............................. 13. Particulars relating to economic justificationForeign Estimated Kyat Currency Equivalent (a) Annual income ............... ..................... (b) Annual expenditure ............... ..................... (c) Annual net profit ............... ..................... (d) Yearly investments ............... ..................... (e) Recoupment period ............... ..................... (f) Other benefits ............... ..................... (to enclose detail calculations) (g) To mention prospects of new employment opportunities/local and foreign market conditions/foreign exchange savings ............... ..................... 14. Supporting documents for the proposalThe following documents are attached for the proposed investment(a) Draft contract; (b) References for business and financial standing; (c) Drafts of Memorandum of Association and Articles of Association. Signature .......................... Name ................................ Designation .......................

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Data on Foreign Investment, Local Investment and Company Registration Up to 31-102007, the accumulated pledged amount of foreign direct investment is US$ 14736.279 million. By sector and by country FDI data are as follows:FOREIGN INVESTMENT OF PERMITTED ENTERPRISES AS OF (31/8/2008) (BY COUNTRY) ( US $ in million ) Sr. Particulars No 1 2 3 4 5 6 7 8 9 Power Oil and Gas Manufacturing Mining Real Estate Hotel and Tourism Livestock & Fisheries Transport & Communication Industrial Estate Permitted Enterprises No. 2 85 154 60 19 43 25 16 3 2 4 6 419 Approved Amount 6311.222 3243.478 1629.128 1395.886 1056.453 1034.561 324.358 313.272 193.113 37.767 34.351 23.686 15597.275 % 40.46 20.80 10.44 8.95 6.77 6.63 2.08 2.01 1.24 0.24 0.22 0.15 100.00

10 Construction 11 Agriculture 12 Other Services Total

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FOREIGN INVESTMENT OF PERMITTED ENTERPRISES AS OF (31/8/2008) (BY COUNTRY) ( US $ in million ) Sr. Particulars No 1 2 3 4 5 6 7 8 9 Thailand U.K* Singapore China Malaysia Hong Kong France U.S.A Republic of Korea Permitted Enterprises No. 58 50 71 28 33 31 2 15 37 12 5 7 23 2 14 2 14 2 1 2 1 Approved Amount 7391.843 1860.954 1520.213 1331.439 660.747 504.218 469.000 243.565 243.308 241.497 238.835 219.575 213.004 146.667 82.080 72.500 39.781 38.250 29.101 17.500 13.370 % 47.39 11.93 9.75 8.54 4.24 3.23 3.01 1.56 1.56 1.55 1.53 1.41 1.37 0.94 0.53 0.46 0.26 0.25 0.19 0.11 0.09

10 Indonesia 11 The Netherlands 12 India 13 Japan 14 Philippine 15 Australia 16 Austria 17 Canada 18 Cyprus 19 Panama 20 Germany 21 Denmark

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22 Macau 23 Viet Nam 24 Switzerland 25 Bangladesh 26 Israel 27 Brunei Darussalam 28 Srilanka Total

2 1 1 2 1 1 1 419

4.400 3.649 3.382 2.957 2.400 2.040 1.000 15597.275

0.03 0.02 0.02 0.02 0.02 0.01 0.01 100.00

Inclusive of enterprises incorporated in British Virgin Islands, Bermuda Islands and Cayman Islands. Up to 31-10-2007, the accumulated amount of Myanmar Citizen investment realized Kyats 141381.34 million. By sector and by country Myanmar Citizen investment data are as follows:Up to 31-8-2008, registered Companies and Business organizations are as follows :Number - Myanmar Company 17216 - Foreign Company/ Branches 1261 - Partnership 1072 - Joint Venture Company 69 - Association 41 19659

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BUSINESS ORGANIZATION Registration of business Organization

Operation in Myanmar can be carried out through one of the following business organizations. 1. Partnerships 2. Companies limited by shares. i.e. joint venture companies; local companies; foreign companies. 3. Branch or Representative offices of a foreign company 4. Associations not for profit The application for PERMIT is to be accompanied by the following documents: (1) Form A of the Myanmar Companies Regulation 1957. (2) Draft Memorandum and Articles of Association (3) Duly completed questionnaire form (4) Intended activities to be performed (5) Estimated expenditures to be incurred in Myanmar for the first year operations (6) Financial credibility of the company/individual (7) Board of Directors resolution, if the subscriber is a company. In the case of a foreign branch/representative office, the following shall be furnished in addition to the above mentioned documents. (1) Instead of the companies draft Memorandum and Articles of Association, a copy of the Head Offices Memorandum and Articles of Association or of the Charter, Statute or other instruments constituting or defining the constitution of the company, duly notarized and consularized by the Myanmar Embassy concerned in the country where the company is incorporated. (2) The Annual Report for the last two financial years (OR) if it is the copies of the Head Office Balance Sheet and Profit and Loss accounts for the last two financial years, it is to be notarized and consularized by the Myanmar Embassy concerned in the country where the company is incorporated. (3) Where the original Memorandum and Articles of Association and other relevant documents are not in English language, authentication of the translation into English. The application for registration is to be accompanied by the following documents. (1) Two sets of Memorandum and Articles of Association duly stamped and printed both in Myanmar and English. (2) Declaration of registration (3) Declaration of legal and official version of the documents (4) Declaration of the situation of registered office (5) Translation certificate by a competent translator (6) List of Directors

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(7) List of person(s) authorized to accept services of process and notice in Myanmar on behalf of the company (i.e. for a branch office of a foreign company.) For a Public company, the following additional documents shall be submitted before commencing the business (1) List of person to act as directors (2) List of person who have consented to act as director (3) Agreement to take qualification shares.

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Appendix ( C ) Legislative requirements for Companies

The legal requirements for the companies to comply under the Myanmar Companies Act 1914 are as follows:Name The name of the company shall be painted or affixed on the outside of its registered office and every place of business. It must also be engraved in legible characters on its seal and mentioned in all letterheads, notices, advertisements and other official publications, etc. Registered Office Every company must have a registered office in Myanmar to which all communications and notices may be addressed. A notice of situation of the initial registered office must be furnished to the CRO when filing the incorporation documents. If the address is subsequently changed, notice must be given to the CRO within 28 days of the change. Directors Every private company is required to have at least 2 directors. A public company must have a minimum of 3 directors. An undercharged insolvent is not eligible to be a director. A return of particulars of Directors, Managers and Managing Agents and of any changes there in must be lodged with the CRO within 14 days of the appointment or changes. Allotment of Shares Every company will have to give notice to the CRO of any allotment of shares within one month of the date of allotment. Annual General Meeting Every company must hold an annual general meeting once in every calendar year to lay its audited documents before its shareholders. A newly incorporated company is required to hold its first annual general meeting within 18 months of incorporation. Subsequent annual general meetings must be hold once in every calendar year and not more than 15 months after the last general meeting. The interval between the date of the financial year on which the audited accounts are made up and the date of the annual general meeting must be not more than 9 months. Every company must file and Annual Return within 21 days after its annual general meeting. The annual audited accounts are required to be filed with the Annual Return. Extraordinary and Special Resolutions Every company is required to lodge a copy of every extraordinary and special resolution with the CRO within 15 days from the date of passing there of.

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Statements, Books and Accounts Every company must maintain proper books of accounts which are required to be kept at the registered office of the company. Consequences of Non-compliance There are penalties for the company and its offices for any non-compliance with the law.

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Appendix ( D ). QUESTIONNAIRE
(Foreign Company incorporated in Myanmar) For assessment of Application received for issue / Renewal of Permit under section 27A of the Myanmar Companies Act and the Myanmar Companies Regulation, 1957. --------------------------------------------------------------------------------------------------A. Name of Company : B. Address : C. Old Company in business in liquidation : D. New Company to be incorporated : Seq Particulars Remarks FINANCIAL POSITION 1.0 (In the case of a company carrying on business) Capital 1.1 (i) Authorised (ii) Issued and Paid Up Capital (iii) Shareholders Equity Capital Issued and Paid-Up Reserves and Retained Earnings Total Equity Q. (i) Is the Issued and Paid-Up Capital Strong? A......................................................... Q. (ii) Is the shareholders Equity Strong? A.......................................................... Change in Financial Position Increase/Decrease in Working 1.2 Capital Q. Is the Working Capital Improving? A.......................................................... Trend in Income / Expenditure , etc. 1.3 Gross Income Operation Expenditure Gross Profit Administration Taxation Net Profit after Tax

Seq Particulars

Remarks

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Q.PRESENTATION OF FINANCIAL STATEMENT 2.0 (Based on statement filed in accordance with the Myanmar Companies Act.) (In the case of a Company carrying on business) Q. Are these statement audited by a qualified accountant, and by 2.1 whom? A.......................................................... Q. Are books maintained in accordance with Section 130 of the 2.2 Myanmar Companies Act and certified by the auditor? A.......................................................... Q. If a holding Company, does Balance Sheet include particulars 2.3 as to the Subsidiary company, as required Under Section 132 A? A.......................................................... 3.0 BASIS OF ACCOUNTING ( In the case of a company carrying on business )

Q. Are any sales into Myanmar contracted by the Foreign Parent 3.1 Company on behalf of the Company? A.......................................................... Q. Are all such sales invoiced by the Company, or by the Foreign 3.2 Parent Company? A.......................................................... Q. How is the Company remunerated by the Parent Company on 3.3 sale contracted by them (3.1) (i) Management Fees? or (ii) Administration Fees? or (iii) Supervision Fees? or (iv) Commission? A.......................................................... Q. Are the above fees due physically remitted to Myanmar. 3.4 A.......................................................... Q. In case the parent Company is due by the local Company for 3.5 supervision, Management, etc, how are they paid or adjusted? A...........................................................

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Seq Particulars TAXATION 4.0 (As issue renewal of Permit is dependent on compliance with the Myanmar Tax Laws) Q. When was the Company last assessed and taxed to Myanmar 4.1 income tax? A. (i) Assessment Year (ii) Income year ended.......................................................... Q. If assessments have been pending, since which year? A. (i) Assessment Year (ii) Income year ended Q. Are there any exemptions from Income tax? 4.2 ( State by documentary evidence ) A........................................................... Note : Exemption of tax and duties on imported goods does not amount to exemption of Income tax on the profits of the Company. 5.0 EXCHANGE CONTROL REGULATIONS ( As issue / renewal of Permit is dependent on compliance of these Regulations. ) Issued and Paid up Capital 5.1 Q. What is the Issued and paid up Capital previously approved by DICA A.......................................................... Has the capitalization of Reserves and Retained earnings 5.2 ( profits ) been approved? If so the amount. A.......................................................... 5.3 Q. Capital determined to be brought into Myanmar? A........................................................... If not brought in why not? A...........................................................

Remarks

5.4

Q. Are any calls on shares called up due and Outstanding? 5.5 A..........................................................

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Q. If there is an inter-company account with the Parent company, 5.6 what is the amount due from the Parent company, and the ratio to Paid-up capital? A..........................................................

Seq Particulars 6.0 RENEWAL OF PERMIT Q. Have the Issued and Paid-up Capital been brought into 6.1 Myanmar? A.......................................................... Q. Have new issue and calls on shares been made during the 6.2 current year? Give details. A.......................................................... Q. Need the Authorized Capital be increased due to the 6.3 companys activities or expansion? A.......................................................... Q. What is the total outside indebtedness of the Company. 6.4 (i) to local creditors? (ii) to overseas creditors? A.......................................................... Q. What is the Local Debt / Equity Ratio? 6.5 A.......................................................... Q. Is the Company still in solvent financial position? If not, the extent of insolvency. A..........................................................

Remarks

7.0 MYANMAR COMPANIES ACT. Q. Is the Application Form A for Permit Complete 7.1 (i) as to details to be furnished? (ii) as to attachments required? A.......................................................... Q. In the case of renewal application has compliance, been made 7.2 of: (i) Annual requirements under the Myanmar Companies Act? (ii) Reporting of any changes within the prescribed time? A.......................................................... -29-

Q. Have conditions set out in the Permit been complied with 7.3 fully? A.......................................................... Q. Are there any changes in Memorandum and Articles of 7.4 Association and the Companys activities which are considered to warrant any changes to the Conditions for which the Permit has been originally issued? A..........................................................

Appendix ( E ) THE SCHEDULE : FORM - A

(I) A copy of the Companys Memorandum and Articles of Association or of the charter, statutes or other instruments constituting or defining the constitution of the Company. (II) Copies of the Companys Balance Sheets and Profit and Loss Accounts for the last two years preceding the application. Application by a Foreign Company or Company carrying international trade for issue of a permit under Section 27A of the Act. -30-

(1) Name of Company (2) Country of incorporation of Company (3) (a) Names, Addresses the Nationality of shareholders in case of Companies incorporated in the Union of Myanmar. (b) Number of citizen and / or, non-citizen shareholders together with the number of shares held by them separately in the case of Companies incorporated outside the Union of Myanmar. (4) (a) Location of the Companys Head Office (b) Location of the Companys Principal office in the Union of Myanmar. (5) The objects for which the branch office is formed (field of business) (6) (a) The amount of capital and the number of shares into which the capital is divided. (b) If more than one class of share is authorized, the description of each class and rights and privileges pertaining to each. (c) The amount of capital brought or to be Brought into the Union of Myanmar. (d) Whether there is any discrimination among different classes of shareholders with regard to number of votes one may cast. (7) (a) The maximum amount of indebtedness, if any, which may be incurred by the Company; and (b) The prohibition against the

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contracting of debts in excess of that amount.

(8) The period for which Permit is applied for (9) The officers who are to conduct the affairs of the Company, duties of each, and the authority of the Board of Directors to fill the position above named. (10) The number of Directors, the manner of their appointments and their power. (11) The names, addresses and nationality of the Directors for the current year. (12) The names, addresses and nationality of the promoters (13) Statement of compliance with legal requirements for initial capital including the amount to be paid in before commencement of the business.

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