Nippon Signal Basic Offer Letter

INTERNAL INTERNAL NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Proposal for provision of Cash Management Services 09 November 2022 Strictly Private and Confidential STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page i Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL INTERNAL Table of Contents Executive Summary .............................................................................................................................................................. 2 Solutions Overview ............................................................................................................................................................... 3 1. Payables Management .................................................................................................................................................. 3 2. Receivables Management Solutions .............................................................................................................................. 5 3. Online banking through “Straight2Bank” ........................................................................................................................ 6 Schedule of Charges............................................................................................................................................................. 7 Relationship Management .................................................................................................................................................. 10 Conclusion .......................................................................................................................................................................... 11 Annexures ........................................................................................................................................................................... 12 STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 2 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL Executive Summary Standard Chartered Bank welcomes this opportunity to provide NIPPON SIGNAL BANGLADESH PRIVATE LIMITED (NSBPL) with a comprehensive statement of Cash Management capabilities to address NSBPL’s requirements. Having reviewed and understood NSBPL’s requirements, we believe we are well positioned to meet NSBPL’s goals and priorities. Standard Chartered has a presence in Bangladesh for more than 100 years and is a leader amongst technological and banking infrastructure. Our focus on our clients, continued investment in Bangladesh and successful experience with large international and local companies places us in a good position to meet NSBPL’s needs. It is our privilege to be given this opportunity to enhance our relationship with NSBPL and we look forward to building a long- lasting partnership to collaborate with NSBPL to drive Bangladesh’s economy. Through this proposal, we aim to work with NSBPL to become NSBPL’s banker of choice. Our solution incorporates a client centric approach to implementation, which will ensure that deployment of all services is undertaken smoothly and professionally. Standard Chartered’s relationship management team takes pride in its ability to understand our client’s requirements. We believe that Standard Chartered contributes to the relationship by providing solutions to challenges and identifying opportunities to enhance procedural and financial needs. A snapshot of our key offerings: Document Title Comprehensive reporting capabilities , via Excel and/or PDF reports for your accounts held in Bangladesh; A dedicated implementation/ integration team to ensure a smooth migration of services and a single Relationship Management point of contact based in Bangladesh. Help you achieve automation and process efficiency in receivables management and payments with our innovative solutions Streamline and rationalise your banking relationship and account structure for greater visibility and better control of accounts in- country, regional and global A single global internet platform, ‘Straight2Bank ’ which provides greater control and visibility of all accounts; and End to end integration with your Enterprise Resource Planning (ERP) STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 3 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL Solutions Overview 1. Payables Management Standard Chartered offers a wide range of payment modes to cater to your various types of disbursement requirements, entailed as follows: Value Propositions of our different Payments Solutions:  Online Origination: Various payments can be initiated and authorized through our secured online banking platform ‘Straight2Bank’  Single payment file for all payment types sent through Straight2Bank: RTGS, BEFTN, IBFT (NPSB), Account to Account Transfer, etc.  Authorization matrix can be defined as per NSBPL’s requirement conforming to Board Resolution.  Mobile Authorization - Facility for authorizing payments using mobile phone – an Industry First .  Centralised / Decentralised payment processing as per NSBPL’s operational requirement The details of our different payment propositions are given below: 1.1. Account to Account Transfer NSBPL can initiate payment instruction to transfer funds to its account or other beneficiaries where the accounts are maintained with Standard Chartered under “ Book Transfer ” option of the bank’s electronic banking platform Straight2bank. Same currency transfers can be facilitated 24/7/365 (unless there are any restrictions put in the beneficiary’s account). This type of payments will be effective almost instantly when the instructions come to Standard Chartered. 1.2. Bangladesh Electronic Fund Transfer Network (BEFTN) NSBPL can make payments to all BEFTN member banks spanning over 10,500 branches electronically and can be initiated through Straght2Bank. This is the most stable and cost-effective solution available in Bangladesh for inter-bank electronic fund transfers. The diagram given in Annexure illustrates the flow of BEFTN Payment including the general timeline it follows. 1.3. Real Time Gross Settlement (RTGS) NSBPL can initiate payments through Straight2Bank platform for making payments using RTGS module. ‘Gross Settlement’ means the settlement of funds transfer instructions occurs individually (on an instruction by instruction basis). Some of the key features of RTGS payments are:  Standard Chartered shall send Payment Instructions to BD-RTGS system on your behalf within at most 30 (thirty) minutes from the receipt of the corresponding request and debiting your account  Currency supported is currently BDT, USD, GBP, EURO, CAD, and JPY  Minimum Transaction amount: BDT 100k/ transaction (for LCY only)  Return TAT: 1 hour The above-mentioned features are in line with Bangladesh’s central bank’s guidelines. If there is any change on these according to Bangladesh’s central bank’s guidelines, the same will automatically be applicable for you (whether or not Standard Chartered notifies you about such changes from time to time). We strongly urge that RTGS fund flows are advised through written letter/email notification to Standard Chartered prior to initiation at your end. This will help in efficient execution of the transactions and avoid processing delays which may arise due to regulatory and prudential liquidity compliance requirements. The thresholds and timelines for written notification of fund inflows and outflows to Standard Chartered are as follows: Amount per day Cut-off Time BDT 50 million and above One business day (Sunday to Thursday, except public holidays) prior to the actual transaction date or earlier Above thresholds and timeline will be reviewed from time to time by Standard Chartered, at its discretion, and will be communicated to you accordingly thereafter. The diagram given in Annexure illustrates the flow of RTGS Payment including the general timeline it follows. STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 4 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL 1.4. Internet Banking Fund Transfer (IBFT) IBFT allows the bank’s customers to send real time payments to another bank from our online platform Straight2Bank. The transactions are credited to the beneficiary account within 45 seconds and the settlement system operates 24x7. Standard Chartered did the industry first live transaction for a corporate client using Straight2Bank. As limited number of banks are participating in the IBFT network as of now, before initiating IBFT transactions please check whether the beneficiary bank is IBFT enabled or not. Features of IBFT Transaction Types Account to Account Account to Card Origination Method Straight2Bank Web, Mobile or H2H Transaction Limits BDT 500,000 maximum per transaction BDT 2,500,000 daily transaction limit No limit for number of transactions per day Transaction TAT 45 seconds Operating Frequency 24x7 The diagram given in Annexure illustrates the flow of IBFT Payment including the general timeline it follows. 1.5. Duty Payment through RTGS This solution has been introduced by National Board of Revenue, Bangladesh Bank and Sonali Bank allowing other bank clients to make Import Duty Payment to Customs Houses via RTGS. At Standard Chartered we are offering this through our Straight2Bank NextGen platforms where the transaction originated by you is sent to Sonali Bank for updating Bangladesh Custom’s ASYCUDA system and our client is notified on the transaction status by Sonali Bank to the mobile number provided with the transaction– thus saving significant time for our clients. The product can be availed only through NextGen version of Straight2Bank platform. Clients already onboarded to Straight2Bank platform would also require to be onboarded separately to Straight2Bank NextGen; where clients will have the same login page and password but separate group ID for Straight2Bank NextGen only. Features of Duty Payment through Straight2Bank NextGen Payment system Real Time Gross Transfer (RTGS) Turn Around Time (TAT) 1 hour Cut-off time 4 PM A detailed process flow of Duty Payment through Straight2Bank NextGen can be found in Annexure. 1.6. Payroll Payments Our proprietary electronic banking system, Straight2Bank is able to support data masking and segmentation by tagging users to specific payment types and roles, hence allowing only authorised personnel to access sensitive payroll information. Segregation of duties can be achieved without the need to open additional accounts. Our payroll payments module covers Account to Account transfer for payment to Standard Chartered accounts and BEFTN for payment to other bank accounts. STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 5 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL 2. Receivables Management Solutions 2.1. Collection through RTGS, BEFTN & IBFT The financial industry is going through a digital transformation with the introduction of various electronic payment settlement systems by central bank over the years. It started with the introduction of BEFTN (Bangladesh Electronic Fund Transfer Network) in 2011, RTGS (Real Time Gross Settlement) in 2015 and IBFT (Internet Banking Fund Transfer) through National Payment Switch Bangladesh (NPSB) in 2017. With an intention to bring in efficiency, reduce paper-based transactions and reduce risks & costs, we are encouraging more usage of electronic transactions like RTGS, BEFTN & IBFT. These payment systems provide coverage across the country through various banks and their branches. Details of each settlement systems are provided below: Settlement System Features for Inward Transactions (Collections) RTGS  High Value equal to BDT 100,000 & above  Credit to beneficiaries account within max 1 hour of transaction origination (same working day)  Origination from over 7,500 branches across Bangladesh BEFTN  Any amount  Credit to beneficiaries account on same day or next working day, depending on time of origination  Availability of periodic email notification of incoming transactions once they have been sent to central bank server by the originating bank  Origination from over 10,500 branches across Bangladesh IBFT through NPSB  Transaction limit for institutional originators: BDT 500,000 max per transaction, with BDT 2,500,000 max cumulative per day from a single originator, no limit for number of transactions per day  Transaction limit for individual originators: BDT 300,000 max per transaction, with BDT 1,000,000 max cumulative per day from a single originator, no limit for number of transactions per day  24*7 availability and real time credit to beneficiary account  Payment from account and credit cards  Online transaction origination only currently available from more than 20 banks Value proposition for NSBPL  Larger Network coverage to receive fund from across the country  Minimize operational risk and Turn Around Time (TAT) – By eliminating paper-based collections associated logistical hassles and unforeseen operational risks.  Minimal to Zero Collections Cost – As per central bank directive BEFTN is free while RTGS & IBFT may have nominal fees at the originating bank end.  This will foster NSBPL’s requirement to automate the process and straight through reconciliation when coupled with Standard Chartered’s Virtual Account and H2H/API capabilities. For more information on Virtual Account and H2H/API capabilities please reach out to your Relationship Manager. STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 6 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL 3. Online banking through “Straight2Bank” Our cash management solutions can be automated using our state-of-the-art internet platform – “Straight2Bank”. Your payment instructions will come to our processing hub through online authorization from your end resulting in immediate transaction processing. The only requirement is internet access. Straight2Bank uses the highest level of security available in the world today. All communication between your browser and Straight2Bank are fully encrypted using 128-bit SSL encryption and authenticated with StanChart’s world class Global Trust Infrastructure (our PKI process) that meets the Global standard. Straight2Bank offers comprehensive reporting solutions for your collection and payments and is accessible 24/7, via internet. 3.1. Reporting through Straight2Bank: As per your requirement for obtaining online reports and statements, few of the major reports are listed below for your reference:  Account Statement  Account Balance  Balance History  Intraday Transaction Details Any report mentioned above can be downloaded in your computer. Using Straight2Bank for your reporting purposes will save you time and ease your process of reconciliation. 3.2. Payments through Straight2Bank Standard Chartered offers a wide range of payment modes to cater to your various types of disbursement requirements, entailed as follows:  Account to account transfer within Standard Chartered  Electronic transfer to other bank accounts using BEFTN, RTGS, IBFT through NPSB The diagram given in Annexure illustrates the flow of Straight2Bank Payment. STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 7 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL Schedule of Charges Product & Services Standard Charge Preferential Charge (if any) Account maintenance Account maintenance fees (Half yearly) Current Account: BDT 300 Savings Account: Half yearly average balance – Up to BDT 10,000 – Free Above BDT 10,000 up to BDT 25,000 – BDT 100 Above BDT 25,000 up to BDT 200,000 – BDT 200 Above BDT 200,000 up to BDT 1,000,000 – BDT 250 Above BDT 1,000,000 – BDT 300 SND Account: BDT 500 No Account statement Annually 2 statements are free BDT 500 for each on-demand issuance No Any Certificate (Other than Balance Confirmation, Beneficial Owner's certificate, and Solvency Certificate) BDT 500 No Beneficial Owner's Certificate BDT 100 No Solvency Certificate BDT 200 No Balance Confirmation Certificate Annually 2 Certificates are free BDT 100 each for additional issuance of Balance Confirmation Certificate No Account closing fees Saving Account: BDT 200 Current Account: BDT 300 SND Account: BDT 300 No Any Dishonoured Cheques BDT 50 No Standing Instruction – setup for any product BDT 200 No Standing Instruction – cancellation for any product BDT 500 No Standing Instruction amendment for any product BDT 200 No Stop Payment – cheque/LCY draft/payorder/Bangladesh Bank Cheque BDT 100 + charge realised by drawee bank (at actual, if any ) No Stop Payment – cheque book lost BDT 100 No Stop Payment – FCY draft BDT 100 + charge realised by drawee bank (at actual, if any ) No Local courier charges BDT 100 No Cheque book issuance fee BDT 8 per leaf No STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 8 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL Product & Services Standard Charge Preferential Charge (if any) Inward Remittance Inward remittance to StanChart account (as per BB instruction) Free Free Inward Remittance to other Bank Account (not applicable to wage earners' remittances) Respective fees for BEFTN, Pay Order (LCY), Demand Draft (FCY) – as applicable No Encashment Certificate/PRC issuance BDT 500 per certificate No Inward Remittance Certificate/Tax/Challan VAT/Duplicate Issuance BDT 1,000 per certificate No Clearing and EFT charges (including VAT) High Value Cheque Clearing BDT 60 No Regular Value Cheque Clearing Less than BDT 50,000: Free BDT 50,000 up to below BDT 500,000: BDT 10 BDT 500,000 and above: BDT 25 No Any incoming EFT Transaction (any amount) Free Free Payments Issuance of Outward TT Up to BDT 100,000 - BDT 100 Above BDT 100,000 up to BDT 500,000 - BDT 200 Above BDT 500,000 up to BDT 1,000,000 - BDT 300 Above BDT 1,000,000 - BDT 500 No Cancellation of Outward TT BDT 200 + Other bank's charges (at actual, if any) No Outward TT Amendment USD 5 No Salary/Book transfer through Straigh2Bank Free Free Payment through RTGS – Straight2Bank BDT 20 (including VAT) No Duty Payment through RTGS – Straight2Bank Free Free Payment through Bangladesh Electronic Fund Transfer (BEFTN) Free Free Payment through Internet Banking Fund Transfer (IBFT) Free Free Electronic Banking – Straight2Bank Straight2Bank (Transactions) – Monthly BDT 1,000 No STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 9 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL The standard charges mentioned above are effective from February 01, 2021 onwards. Charges or fees not mentioned in the above table or not previously negotiated will be applicable according to the Schedule of Charges (SoC) published on Standard Chartered BD website (https://www.sc.com/bd/). * VAT (15%) will be applicable for all mentioned charges ** All charges relating to BEFTN collection and payment is FREE till date. Please note that BEFTN transactions are subject to Bangladesh Bank guidelines which may cause change in charges in the future. *** Week shall mean and refer to the period from Sunday to Thursday, except public holidays. Standard Chartered’s favourable pricing outlined in the table above are committed to NSBPL for a period of one year from the date of your acceptance of Standard Chartered’s proposal. A review will be conducted afterwards on a yearly basis to determine if transaction and balance levels warrant further concessions or adjustments. This pricing list has been prepared for NSBPL only. It contains confidential information that is proprietary to Standard Chartered. We request that this material not be disclosed to any other person or entity without our prior written consent. The terms of this proposal may be changed at the sole discretion of Standard Chartered at any point of time upon 30 days’ notice to NSBPL and such changes shall automatically become applicable to NSBPL as per the policy of Standard Chartered. Any changes to our Schedule of Charges will be made available on Standard Chartered BD website upon 30 days’ notice. It may take up to seven (7) working days after your acceptance of this offer letter for any preferential pricing to be effective. You may be charged as per Standard Schedule of Charges (SoC) during this period. Above Pricing & Conditions Accepted: __________________________ Authorized Signatory(s) NIPPON SIGNAL BANGLADESH PRIVATE LIMITED STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 10 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL Relationship Management Standard Chartered’s Client Service team will ensure that proposed solutions are implemented effectively and efficiently by a team of its experienced officers utilizing a series of tried and tested tools and techniques, coordinated by a single point of contact dedicated to NSBPL. Standard Chartered looks forward to and anticipates the prospect of initiating a deeper relationship with NSBPL. Standard Chartered views this Transaction Banking proposal as an important step towards cementing its relationship with NSBPL. Please direct any queries regarding this proposal to: Nadia Mahbub Nabil Faiyaz Director, GS Client Coverage Client Coverage Manager + 8801847200261 +8801795479841 Nadia.Mahbub@sc.com Nabil.Faiyaz@sc.com Dedicated Service Management A dedicated client service group is working from 10 am to 6 pm on business days (Sunday to Thursday, except public holidays) to meet any kind of post transaction or any other service requirement of NSBPL. To get the service, just contact Client Services Group at: Hotline: +88 09 666 77 2424 from 10:00 am to 6:00 pm on working days Email : Straight2bank.bd@sc.com The team will promptly attend you with right feedback and update. STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 11 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL Conclusion We believe Standard Chartered’s comprehensive cash management solution will provide the following value to NSBPL:  Improved visibility and the efficient management of critical transactions and timely liquidity to support payments.  Reduced cost associated with high transactions and manual reconciliation  Competitive customised pricing reflective of our commitment and desire to strengthen our relationship with you Reporting: Straight2Bank is our state-of-the-art electronic channel for report and transaction initiation. Daily reports can be generated from Straight2Bank based on your requirements at day end or whenever required by a user-friendly report downloading option. You can access all your daily collection reports online from Straight2Bank. Please contact Standard Chartered representatives entailed in section 5 for further clarification on the proposal. Relationship between Standard Chartered and NSBPL shall be governed by the terms and conditions set out in the relevant documents or agreements applicable for the individual services and solutions. Until execution of those documents or agreements, terms and conditions of this letter shall govern the relationship between the parties. Unless otherwise agreed between the parties, terms and conditions and relationship between the parties and this document shall be subject to the laws of Bangladesh and the courts of Bangladesh shall have non-exclusive jurisdiction to resolve any dispute or difference between the parties. This paper is prepared by Standard Chartered exclusively for NSBPL. It contains confidential information that is proprietary to Standard Chartered. NSBPL agrees that it shall not disclose any of the content of this paper to any other person or entity without the prior written consent or permission of Standard Chartered. NSBPL also agrees that it shall not enter into discussions with any third parties in relation to the subject matter of this paper without the prior written consent of Standard Chartered. We would be delighted to meet and discuss any clarifications at your convenience. We would appreciate if you kindly sign the duplicate copy of this letter as your acceptance to our proposal on or before 30 days from issue date . We look forward to further enhancing the relationship between our organisations and assure you of our best services and support at all times. Thanking You Sincerely Yours Nadia Mahbub Nabil Faiyaz Director, GS Client Coverage Client Coverage Manager Acceptance On behalf of NIPPON SIGNAL BANGLADESH PRIVATE LIMITED, I/we agree to the contents of this proposal, along with annexures, and terms and condition mentioned therein from Standard Chartered Bank and request the bank to take necessary steps to implement solution(s) for our organization. Yours Sincerely __________________________ Authorized Signatory(s) NIPPON SIGNAL BANGLADESH PRIVATE LIMITED STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 12 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL Annexures Annexure: BEFTN Payments Annexure: Payment through RTGS Annexure: Payment through IBFT STANDARD CHARTERED’s Cash Management Proposal to NIPPON SIGNAL BANGLADESH PRIVATE LIMITED Page 13 Strictly Private & Confidential Version: June 2020_BASIC_Sept22IBFTLimit INTERNAL Annexure: Duty Payment through Straight2Bank NextGen Annexure: Payroll Payments