THE SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom - Happiness

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No. / ACA MT-HD
Nghe An, 08th May 2019

AUDIT CONTRACT
Review of Half-year Financial Information and Audit of Financial Statements of BSE Vietnam
Electronic Corporation for the fiscal year ended 31 December 2019

Pursuant to the Civil Code No.91/2015/QH13 dated 24 Novenber 2015;

Pursuant to the Commercial Law No.36/2005/QH11 dated 14 June 2005;

Pursuant to the Law on Independent Auditing No.67/2011/QH12 dated 29 March 2011;

Pursuant to the Decree No.17/2012/ND-CP dated 13 March 2012 by the Government promulgating
and guiding the implementation of some articles of the Law on Independent Auditing;

Pursuant to Vietnamese Standard on Auditing No. 210 - Terms of Audit Engagements issued within
the Circular No.214/2012/TT-BTC dated 06 December 2012 by the Ministry of Finance.

Pursuant to Vietnamese Standard on Review Engagements No. 2410 - Review of Interim Financial
Information Performed by the Independent Auditor of the Entity issued within the Circular
No.65/2015/TT-BTC dated 08 May 2015 by the Ministry of Finance.

As agreed between BSE Vietnam Electronic Corporation and ACA MT Auditing and Consulting
Company Limited on the provision of audit service for the period of first 06 months and the fiscal
year ended 31 December 2019.

This contract is made by and between:

PARTY A: BSE VIETNAM ELECTRONIC CORPORATION

Represented by : Mr. Jeong Bong Soo

Position : Finance Director
Phone : 0238 3 528 282/128
Fax : 0238 8 696 166
Address :Zone C, Nam Cam Industrial Area, Nghi Loc District, Nghe An Province
Accounts : 0101006789999 Vietcombank – Vinh Branch
Tax code : 2901357665

PARTY B: ACA MT AUDITING AND CONSULTING COMPANY LIMITED

Represented by : Mr. Nguyen Anh Dung

Position : Director
Phone : 0238 3 848 810
Fax : 038 3 560 040
Address : Suite 801, CT1A, Quang Trung Street, Vinh City, Nghe An Province
Accounts : 51010000870547 at BIDV Vietnam - Nghe An Branch
Tax code : 2900843140

The Parties hereby have agreed upon the following articles:

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Article 1: Description of Services

Party B agrees to provide review service of half-year financial information which include
Balance Sheet as at 30 June 2019 and Income Statement, Cash Flow Statement and Notes to
the Financial Statements for the first 06 months of year 2019.

Party B also agrees to provide audit of financial statements for the fiscal year ended 31
December 2019 which include Balance Sheet, Income Statement, Cash Flow Statement and
Notes to the Financial Statements for the year then end.

Party B commits to work and send necessary information to auditor of the parent company (as
agreed by Party A) for consolidation purpose.

The audit will be conducted with the objective of our expressing an opinion on the Financial
Statements.

Article 2: Responsibilities of Party A and Party B

Responsibilities of Party A

Our audit will be conducted on the basic that the Board of Directors and Board of
Management of Party A acknowledge and understand that they have responsibility:

(a) For the preparation and fair presentation of the financial statements in accordance with
Vietnam Accounting Standards, Vietnam Accounting System and other legal regulations
related to preparing and presenting the financial statements;

(b) For such internal control as the Board of Directors determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due
to fraud or error; and

(c) To provide us with:

(i) Access to all information of which the Board of Directors is aware that is
relevant to the preparation of the financial statements such as records,
documentation and other matters;
(ii) Additional information that we may request from the Board of Directors for
the purpose of the audit; and
(iii) Unrestricted access to Party A’s persons from whom Party B determines it
necessary to obtain audit evidences. Staffing related work with the B in the
audit process.

As part of Party B’s audit procedures, Party B will request management of Party A to
provide Party B with a representation letter acknowledging management’s responsibility for
the preparation of the financial statements and affirming management’s belief that the effects
of any uncorrected financial statement misstatements aggregated by Party B during the
current audit engagement and pertaining to the latest period presented are immaterial, both
individually and in aggregate, to the financial statements taken as a whole.

Creating favorable conditions for the employees of Party B in the course of work at the
office of Party A.

Full payment of audit for Party B as stipulated in Article 4 of this contract.

Responsibilities of Party B

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 Party B will conduct the audit in accordance with Vietnam Standards on Auditing, related
laws and regulations. Those audit standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement. An audit involves performing
procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The selected procedures depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to
fraud or error. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.

Party B is responsible for notifying Party A about content and audit plan, delegate
competent and experienced auditors as well as assistants to perform the audit.

Party B performed the audit according to the principles of independence, impartial and
confidential data. Accordingly, Party B may not disclose to any third party without the
consent of Party A, except from requirement by law and the relevant provisions, or in the
case of information such has been published by the state agency or Party A.

Party B may request Party A shall confirm the explanations provided to Party B in the
process of auditing. According to Vietnamese Standards on Auditing, to meet these
requirements and explanation of the Board of Directors and the Board of Management on
the related issues, one of Party B facility to give their opinion on the financial statements of
Party A.

Due to the inherent limitations of the audit as well as the internal control, risk is unavoidable
that auditor may not detect material misstatements, although the audit has been planned and
implemented in accordance with the auditing standards in Vietnam.

To assess risks, Party B will consider Party A’s internal control used in preparing the
financial statements in order to design appropriate audit procedures in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of internal control of Party
A. However, Party B shall notify Party A in writing of any deficiencies in internal control
that Party B discovered during the audit of financial statements.

Article 3: Audit report

Upon completion of the review and audit, Party B shall deliver to Party A:
 06 copies of reviewed financial statements in Vietnamese and 06 copies in English
for the period of first 06 months of year 2019. Party A holds 05 copies, Party B
holds 01 copies for each version.
 06 copies of audited financial statements in Vietnamese and 06 copies in English
for the year ended 31 December 2019. Party A holds 05 copies, Party B holds 01
copies for each version.
 Review and Audit reports will be official issued within 07 days when Party A agree
with the draft provided by Party B.

Audit report shall be made in writing, including the contents prescribed by the Law on
Independent Auditing, Vietnamese Standard on Auditing No.700, the auditing standards and
other legal requirements involved.

Article 4: Fee and Payment Method

Fee: Review and Audit of financial statements : VND

In words:
The fee is not included 10% VAT

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 Payment method:
 1st payment - after the contact be signed: VND.
 2nd payment - upon the issuance of final audit report: Remaining audit fee
The estimate of Party B’s fees is based on certain assumptions, including (1) timely and
accurate completion of the client participation schedule as provided to Party B, (2) no
inefficiencies during the audit process or changes in scope caused by events that are beyond
Party B’s control, (3) the effectiveness of internal control throughout the period under audit,
(4) adherence to Party B’s budget and timing assumptions, and (5) timely payment of Party
B’s invoices as they are rendered. Party B will notify Party A promptly of any
circumstances Party B encounters that could significantly affect Party B’s estimate and
discuss with Party A for any additional fees, as necessary.

The fee will be payable by transfer to Party B’s account in Vietnam Dong (VND). Party B
reserves the right to raise a finance charge at the maximum rate permitted by law on any
term of payment-based-billing not paid within 10 working days after the billing date.

Article 5: Additional services

Additional services provided beyond the described scope of services in Article 1 will be
billed separately. Where Party A wishes to engage Party B to provide other Audit related
services, the services may be documented as an amendment to this agreement. Other non-
audit related services shall be subjected to a separate agreement.
Article 6: Commitments
The two parties commit to implement all the articles as set forth herein. Should there be any
difficulties during the implementation process, both parties should be kept timely informed
to work out a possible solution.
The audit is estimated to complete within 30 days from the starting.
Any dispute or claim arising during the implementation of the contract will be settled by
negotiation or Civil Code Socialist Republic of Vietnam at the economic court selected by
the two parties.

Article 7: Validity, Languages and Effectiveness

This contract is made in 02 versions, Vietnamese and English (02 copies for each version)
with equal value, and shall become effective from the date of this contract until the
completion of the specified service. Each party keeps 02 original copies (one in Vietnamese
and one in English).

This contract shall remain in effect until certification of completion or cancellation of

contract has been issued as agreed by both parties.
For and on behalf of Party A For and on behalf of Party B
BSE VIETNAM ELECTRONIC ACA MT AUDITING AND
CORPORATION CONSULTING COMPANY LIMITED

_____________________ ___________________
Mr. Jeong Bong Soo Mr.Nguyen Anh Dung
Finance Director Director