To:  Yamaha Motor Vietnam Co., Ltd.

In response to Office Letter No. YMVN/CT-001 dated July 16, 2004 of the Yamaha Motor Vietnam Co., Ltd. regarding to personal income tax and corporate income tax applicable to dependent accounting branches, the General Department of Taxation has opinions as follows:

1. Personal income tax: pursuant to Circular No. 05/2002/TT-BTC dated January 17, 2002 of the Ministry of Finance, the payment of personal income tax shall be implemented on the basis of the principle of deduction at the income source. Organizations and individuals paying income shall have the responsibility of deducting income tax from income prior to payment of income to individuals and of paying the income tax to the State budget. So, for the Company’s employees working in the Can Tho branch, if all their salary and other incomes received directly from the Company or directly remitted from the Company’s account to accounts of employees working in the branch, the Company shall make the deduction, declaration and finalization of personal income tax for these staffs at the Taxation Department of Hanoi where the head office of the Company is located.

2. Corporate income tax: according to Section I.3 of Part D of Circular No. 128/2003/TT-BTC dated December 22, 2003 of the Ministry of Finance guiding the implementation of Decree No. 164/2003/ND-CP dated December 22, 2003 of the Government making detailed provisions for the implementation of the Law on Corporate Income Tax, dependent cost accounting units of business establishments shall only carry out tax registration in their localities and shall not have the obligation of tax declaration and payment in their localities. Head business establishments shall have the obligation of tax declaration, payment and finalization in respect of their own business and the business of their affiliated units which practise dependent cost accounting. So, the Company’s branch in Can Tho province shall carry out the tax registration in the Tax Department of Can Tho Province and shall not have the obligation of tax declaration and payment in its locality. The Company where the head office located in Hanoi shall have the obligation of tax declaration, payment and finalization in respect of its own business and its Can Tho branch in the Taxation Department of Hanoi.

The General Department of Taxation hereby replied to the Company for information and implementation.