_Request for Legal Opinion_TCF

TOA CORPORATION Bangladesh Office Concord Colosseum 7th Floor, 156, Kemal Ataturk Avenue, Banani, Dhaka-1213, Bangladesh TEL: +880 1316 978095 GENERAL CONTRACTORS AND ENGINEERS ON LAND AND SEA BANGLADESH OFFICE Date: November 22, 2020 To: Tokyo Consulting Firm Limited Request for Legal Opinion for Following Clarifications 1. Our entity status in Bangladesh is the branch office. The branch office has been engaged in only Japan’s ODA Araihazar project since we established in November 2019. We have a plan to contract a private construction project between our branch office and a private Bangladeshi company in near future. We heard it would be very difficult for the branch office to send the profit of a private construction project to our head office in Japan, because BIDA would not recently approve it easily. (a) Is this situation true? (b) Please give us the procedure, the expense and the required period until the application for remittance of the profit is approved. (c) We may contract a private construction project between our head office and a private Japanese company in Japan. In this case, the contract amount will be paid in Japan, and our head office will remit the expense for the construction project to our branch office. Is this situation no problem? If it is problem, do we have to make the contract between our branch office and the subsidiary company of a private Japanese company in Bangladesh? (d) In other Asian countries, there are some restriction to protect the construction industries of their countries, which means that it has not been allowed a foreign company (branch office) to contract a private construction project. If a foreign company wants to do so, he must establish his subsidiary company. We would like to contract a private construction project under a status of our current branch office. Are there any restriction, regulation or law in Bangladesh as well? 2. In the Contract Agreement of our ODA Araihazar project, the Defect Liabilities Period (DLP) is one year after we receive the Taking Over Certificate of the project. During that time, we shall be responsible for the defect of the project. Apart from this contract, are there any obligation or regulation such as a latent defect period 10 years in the laws of Bangladesh? In this case, do we have to comply the obligation or regulation beyond DLP of the project? We would like your response in writing by December 14, 2020. Yours faithfully, Kazuo TACHI Country Manager Bangladesh Office TOA CORPORATION Encl. - 2019.11.01_Application Documents for BIDA.pdf - 2020.01.05_BIDA Permission.pdf - 2020.01.20_Trade License.pdf