Aegon engagement letter and Appendices.docx

1、Aegon engagement letter and AppendicesPRIVATE & CONFIDENTIALMr. Marc A. van WeedeSenior Vice PresidentGroup Business DevelopmentAEGON N.V.50, Mariahoeveplein2591 TV The HagueThe NetherlandsJune 7, 2001Dear Mr. Marc A. van WeedeProposed China insurance joint venture partner searchThank you for appoin

2、ting PricewaterhouseCoopers to assist you with your financial and market due diligence investigation in connection with your search for a joint venture partner in China. This Engagement Letter and its appendices set out the Services that we have agreed to provide and the terms of our engagement.1. T

3、he Services to be provided1.1 Phase One: Partner assessment report 1.1.1 We will conduct a quick review of Aegons short-list companies to see if the list includes the right companies. We will also review the processes and criteria used by Aegon during its preliminary selection of the candidate compa

4、nies and provide our comments on the suitability according to our understanding of the China market environment. This review will be based on a limited desktop research and discussions between PwC and Aegon. 1.1.2 We will prepare a written report and presentation on the business and financial affair

5、s of 4-5 partner targets selected from Aegons shortlist of companies including ranking of the companies based on Aegon accepted criteria and PwC due diligence. The areas our work will cover and the main procedures we will carry out are set out in Appendix A to this letter.1.1.3 We understand that Ae

6、gon will make every effort to secure full access for PwC to each partner targets senior management, its financial records and its operations at the concerned location. We may visit each targets operations at the concerned location or locations or using only the information supplied by the target dep

7、ending on the actual circumstances and due diligence needs. 1.1.2 We will provide the management of the targets with an opportunity to reconsider the factual accuracy and appropriateness of information and explanations that have been provided to or found by us and give their comments on issues of ma

8、jor significance.1.1.3 If you provide any draft joint venture agreements to us expressly for our comment, we will comment in the light of the knowledge we have gained from the due diligence services on matters which in our view may be significant to your discussions with your legal advisers relating

9、 to the substance of any accounting provisions or accounting warranties. 1.1.4 In connection with our tax advice on setting up the joint venture, we will also, if requested, review drafts of the joint venture agreement / shareholder agreement and comment on the same basis as described at 1.1.4 above

10、 on significant tax matters that come to our attention. However, we would do so as tax advisers and not as lawyers or legal draftsmen and responsibility for ensuring that the tax structure you intend to adopt is properly reflected in the agreement remains with you and your legal advisers.1.2 Phase T

11、wo: Upon receiving our final partner assessment report, PwC will be in the position to further assist Aegon in the following areas:1. Conducting business negotiation with the respective Chinese partners;2. Providing insurance regulatory and joint venture investment law assistance;3. Offering suggest

12、ions to the Aegon negotiation team on best practices in setting up the joint venture vehicle;4. Assisting in negotiation of relevant commercial terms in the joint venture contract and in the articles of association;5. Attending meetings with relevant CIRC officials to further explain the background

13、of the target joint venture partner;2. TimetablePhase OneWe will be able to commence the project preparation work on June 9, 2001 collecting and exchanging information with Aegon team in Beijing. We expect to start the due diligence works around June 20 and complete our report in approximately 52 or

14、 60 working days from the date of signing this engagement letter depending on the total number of target companies. We anticipate being able to issue a draft report and making a preliminary presentation on the 48th or 55th working day from the date of this engagement letter being signed depending on

15、 the total number of target companies.Phase TwoCommencement of the second phase will depend on the time we complete the final partner assessment report and when Aegon plans to start its negotiations with the final candidate or candidates. Under the circumstances, the second phase involvement and tim

16、e required of the PwC professionals are subject to further discussion between PwC and Aegon at a later time.3. The team3.1 We currently envisage that our team will be led by Johnny Chen, who will be the Engagement Partner responsible for the Services we are to provide to you. Alex Wong, Director, wi

17、ll be the lead insurance industry advisor. Mr. Ying Xiao, Senior Manager of Market Due Diligence, will be responsible for the market due diligence services; Chris Boddington and Teddy Tang, Senior Managers of Financial Due Diligence will be in charge of the financial due diligence. Other support sta

18、ff of PwC will also be assigned to assist in the engagement.4. FeesOur fees are based upon the degree of responsibility, staff involved, skills required, the time necessarily occupied on the assignment and our standard charge rates. As we have agreed upon, our total professional fee for Phase One wi

19、ll be fixed at US$ 110,000.For Phase Two, our fees will be charged on an actual time basis. The total estimated fee is US$ 63,000 as follows: StaffHoursStandard RateTotalFee US$Partner6063037,800Director10052552,500TOTAL16090,300At 30% discount63,210Please bear in mind that the involvement of PwC pr

20、ofessionals for the most part depends on the Aegons negotiation team as to the nature and extent of our participation. The above time commitment shall be subject to further confirmation between PwC and Aegon.We will provide Aegon with a quote and ask for a written approval before starting any work i

21、f the professional fees are in excess of the above quoted fee estimates. We will immediately halt research on a JV candidate when it becomes clear to us that the concerned candidate does not meet the key Aegon selection criteria. In this case, we will only charge Aegon based on the actual hours spen

22、t on this candidate.Out-of-pocket expenses will include mainly transportation, accommodation, telecommunications, postage, copying and printing expenses which will be charged on an actual basis. Our fees do not include business tax which will also be charged to you on total billings (including busin

23、ess tax) at a rate of 5.263%, together with the expenses referred to above. 4.2 For both Phase One and Two, our fees and expenses will be invoiced on a monthly basis for the actual time and out of pocket expenses incurred.5. Terms of Business5.1.1 This letter should be read in conjunction with the e

24、nclosed Appendix B: Terms of Business.5.1.2 All PwC staff who provide services on the Aegon engagement will not engage a similar insurance JV partner search in China from the date of the signing of this engagement letter until Aegon has signed a Letter of Intent with a partner candidate on the estab

25、lishment of the JV or until Aegon has released PwC from its obligation. Such release shall be automatic three months after completion of this engagement for Aegon.5.1.3 The information provided by Aegon and reports issued during this exercise will be kept confidential to Aegon only, without time lim

26、itation, except that PwC may use or refer to information that are otherwise publicly available in other occasions.6. Acknowledgement and acceptance6.1 This Engagement Letter and its appendices together form the Contract between us.6.2 Please record your agreement to the terms of this Contract by sig

27、ning the enclosed copy of this letter in the space provided and returning it to us.Yours faithfullyPricewaterhouseCoopersConfirmation of the ContractI have read the Contract terms set out in the Engagement Letter dated June 6, 2001 and its appendices provided with that letter. I accept those Contrac

28、t terms on behalf of Aegon and represent that I am authorised by Aegon to do so.Signed: Name and position: .On behalf of AegonDate: .APPENDIX APart I Matters to be covered The objective of our due diligence review is to assist Aegon in its assessment of the financial and market strength of the Targe

29、ts and their suitability as a partner with Ageon to establish a new joint venture for insurance business, which is not the existing business of the Targets. The depth of our due diligence review will be therefore less than that required for an investment in the existing business of the Targets.1. Fi

30、nancial due diligenceOur work will cover the matters set out below, but our report will not necessarily include comments on all of those matters because, in the interests of clearer reporting, we will not report on matters that we do not believe to be significant. We will focus on: Ownership and cor

31、porate structure analysis with information of major shareholders, ownership structure, group organisation structure, management control, business and other relationship with shareholders and other group members; Current financial position analysis including review of cash flow position, quality of a

32、ssets, sources of funding and investment in distribution and other related assets, arrangements and results of invested joint ventures, if any; Historical trading performance review including analysis of revenue and margin in the past three years, review of quality of earnings, trend analysis, IAS/USGAAP adjustments; Prospects discussion covering 2001 budget, results of the period to date, management view of prospects in the