Common use of Tax Records and Returns Clause in Contracts

Tax Records and Returns. 3.1 No event, act, transaction or omission has occurred or shall occur between the Accounting Date and Completion which could give rise to a claim under the terms of the Deed of Indemnity. 3.2 All returns, computations, notices and information made or provided or required to be made or provided by the Target Group for any Tax purpose have been made or given within the requisite periods and on a proper basis and when made were true and accurate and are up to date and none of them is or is likely to be the subject of any dispute with any Tax authority. 3.3 The Disclosure Letter contains details of all transactions effected by the Target Group in respect of which any consent or clearance from the Inland Revenue Department or other governmental or Tax authority was required or was sought. 3.4 In respect of any such consent or clearance as referred to in paragraph 3.3, the consent or clearance was validly obtained before the transaction was effected and the transaction was effected in accordance with the terms of and so as to satisfy any conditions attached to such consent or clearance and at a time when and in circumstances in which such consent or clearance was valid and effective. 3.5 The Target Group has paid all Tax, including provisional taxation, which has become due and payable. 3.6 Within the prior period of seven years, except as disclosed in the Disclosure Letter, the Target Group has not paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax and no director or officer of any companies within the Target Group has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax in connection with, or relating in any way to, the business or affairs of the companies within the Target Group. 3.7 RBIPL and RBL have never been resident for Tax purposes in any jurisdiction other than Hong Kong. 3.8 RBIPL and RBL carry on activities which are a trade or business for the purposes of Hong Kong Tax and has not ceased and will not as a result of any agreement entered into on or before Completion cease to carry on such activities. 3.9 RBIPL and RBL have never carried on a trade or business for Tax purposes other than the trade or business which they will be carrying on at Completion. 3.10 No rents, interest, annual payments, emoluments or other sums of an income nature paid or payable by RBIPL and RBL or which RBIPL and RBL are under obligations to pay in the future are or (under the law as presently in force) may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.11 No payments, expenses or other distributions in respect of management or consulting charges paid or payable by RBIPL or RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.12 Except as disclosed in the Disclosure Letter, no charitable donations or similar expenses paid or payable by RBIPL and RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.13 Except as disclosed in the Disclosure Letter, no payments in respect of or by reference to the employment or engagement of any officer, manager, consultant, independent contractor or employee of RBIPL or RBL on or prior to the date hereof is subject to Tax that has not been paid by RBIPL or RBL or otherwise reserved for in the Management Accounts. 3.14 Except as disclosed in the Disclosure Letter, RBIPL and RBL are not subject to any Tax Liability that arises as a result of RBIPL or RBL being deemed by any local, municipal, regional, urban, governmental, state, federal or other body in the PRC to have established a permanent establishment in the PRC prior to Completion. 3.15 Full details of all unrelieved Tax losses, management expenses, or charges on income available to RBIPL and RBL are set out in the Disclosure Letter. 3.16 No act or transaction has been or will, on or before Completion, be effected by RBIPL or RBL, the Vendor or any other person (including the sale of the Sale Shares), in consequence of which RBIPL or RBL is or may be held liable for Tax primarily chargeable against some other person. 3.17 RBIPL and RBL have made all deductions and withholdings in respect, or on account, of any Tax from any payments made by it which it is obliged or entitled to make and has duly accounted in full to the appropriate authority for all amounts so deducted or withheld. 3.18 RBIPL and RBL are not under any obligation to make any payment of interest or any annual payment for which no relief will be received, whether as a deduction or otherwise, for Tax purposes and no such payments have been made since the Accounting Date. 3.19 Except as disclosed in the Disclosure Letter, RBIPL and RBL have not entered into or been engaged in or been a party to any transaction which is artificial or fictitious or any transaction or series of transactions or scheme or arrangement of which the main or dominant purpose or one of the main or dominant purposes was the avoidance or deferral of or reduction in the liability to Tax of RBIPL or RBL. 3.20 Within the prior period of seven years RBIPL and RBL have not done nor have omitted to do nor agreed to do nor permitted to be done any act nor has it suffered any occurrence as a result of which any balancing charge or depreciation recapture has arisen or may arise under Part VI of the Inland Revenue Ordinance. 3.21 All assets are correctly shown in the Accounts as current assets or fixed assets and any property under development is held and shown in the Accounts as fixed assets. 3.22 On a disposal of all of its assets by RBIPL or RBL for a consideration equal to the value attributed to that asset in preparing the Accounts or a consideration equal to the actual consideration given for the acquisition then (in the case of each asset so owned) the liability to Tax (if any) which would be incurred by RBIPL or RBL would not exceed the amount (if any) taken into account in respect of that asset in computing the liability of RBIPL or RBL to deferred Tax as stated in the Accounts and (in the case of assets so acquired) no Tax liability would be incurred by RBIPL or RBL in respect of that asset. 3.23 No scheme has been effected and no arrangements have been made whereby the value of any asset of RBIPL or RBL has been materially reduced and on a disposal thereof liability to Tax might arise. 3.24 Within the prior period of seven years RBIPL and RBL are not or have not been liable to Tax in any jurisdiction other than Hong Kong. 3.25 All remuneration, compensation payments, payments on retirement or removal from an office or employment and other sums paid or payable to employees or officers or former employees or officers of RBIPL and RBL and all interest, annuities, royalties, rent and other annual payments paid or payable by RBIPL and RBL (whether before or after the date hereof) pursuant to any obligation in existence at the date hereof are and will (on the basis of the taxation legislation in force at the date hereof) be deductible for Tax purposes in computing the profits of RBIPL and RBL. 3.26 All documents to which RBIPL and RBL are a party or which form part of RBIPL or RBL’s title to any asset or in the enforcement of which RBIPL or RBL is or may be interested which are subject to stamp or similar duty have been duly stamped and, where appropriate or necessary, adjudicated. 3.27 RBIPL and RBL have not entered into a transaction within the prior period of two years in relation to which relief has been claimed pursuant to Section 45 of the Stamp Duty Ordinance. 3.28 The information given by RBIPL and RBL to the Customs and Excise Department and all other authorities (whether of Hong Kong or otherwise) in connection with the import or export of any goods was when given true and accurate and RBIPL and RBL has complied with all legislation, regulations, orders, directions or conditions (whether of Hong Kong or otherwise) relating to the import and export of goods and to all customs and excise matters, and all customs duties and tariffs payable by RBIPL and RBL have been paid in full within the applicable time limits. 3.29 The books and records of RBIPL and RBL accurately present and reflect in accordance with generally accepted accounting principles and standards within RBIPL and RBL’s jurisdiction of incorporation all transactions entered into by RBIPL and RBL or to which they have been a party. 3.30 RBIPL and RBL have complied in full with all its reporting obligations to the Inland Revenue Department or other relevant Tax authority in connection with benefits provided for any director or employee or deemed employee or to any company with which it has contracted for the provision of the services of any individual to RBIPL or RBL.

Tax Records and Returns. 3.1 No event, act, transaction or omission has occurred or shall occur between the Accounting Date and Completion which could give rise to a claim under the terms of the Deed of IndemnityIndemnity and since the Accounting Date no liability or contingent liability for Tax has arisen otherwise than as a result of trading activities in the ordinary course of business of the Company. 3.2 All The Company has filed all returns, computations, notices and information made or provided or required to be made or provided by the Target Group Company for any Tax purpose and the same have been made or given within the requisite periods and on a proper basis and when made were true and accurate and are up to date and none of them is or is likely to be the subject of any dispute with any Tax authority. 3.3 The Disclosure Letter contains details of all transactions effected by the Target Group in respect of which any consent or clearance from the Inland Revenue Department or other governmental or Tax authority was required or was sought. 3.4 In respect of any such consent or clearance as referred to in paragraph 3.3, the consent or clearance was validly obtained before the transaction was effected and the transaction was effected in accordance with the terms of and so as to satisfy any conditions attached to such consent or clearance and at a time when and in circumstances in which such consent or clearance was valid and effective. 3.5 The Target Group Company has paid when due, and has withheld, deducted and accounted to the relevant Tax authorities for, all Tax, including provisional taxation, which it has become due liable to pay, withhold, deduct or account for on or before the date hereof and payable. 3.6 Within within the prior period of seven years, except as disclosed in years prior to the Disclosure Letter, date hereof neither the Target Group has not paid or become liable to pay Company nor any fine, penalty, surcharge or interest in relation to Tax and no director or officer of any companies within the Target Group Company has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax in connection with, or relating in any way to, the business or affairs of the companies within the Target GroupTax. 3.7 RBIPL and RBL have never been resident for Tax purposes in any jurisdiction other than Hong Kong. 3.8 RBIPL and RBL carry on activities which are a trade or business for the purposes 3.4 No payments of Hong Kong Tax and has not ceased and will not as a result of any agreement entered into on or before Completion cease to carry on such activities. 3.9 RBIPL and RBL have never carried on a trade or business for Tax purposes other than the trade or business which they will be carrying on at Completion. 3.10 No rents, interest, annuity, royalties, annual payments, emoluments emoluments, remuneration, compensation for loss of office or other sums of an income or revenue nature paid made or payable by RBIPL and RBL the Company or which RBIPL and RBL are the Company is under obligations an obligation to pay in the future have been, are or (under the law as presently in force) may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.11 No paymentspurposes and no payments have been made since the Accounting Date for which no relief will be received, expenses whether as a deduction or other distributions in respect of management or consulting charges paid or payable by RBIPL or RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits otherwise, for Tax purposes. 3.12 Except as disclosed in the Disclosure Letter, no charitable donations or similar expenses paid or payable by RBIPL and RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.13 Except as disclosed in the Disclosure Letter, no payments in respect of or by reference to the employment or engagement of any officer, manager, consultant, independent contractor or employee of RBIPL or RBL on or prior to the date hereof is subject to Tax that has not been paid by RBIPL or RBL or otherwise reserved for in the Management Accounts. 3.14 Except as disclosed in the Disclosure Letter, RBIPL and RBL are not subject to any Tax Liability that arises as a result of RBIPL or RBL being deemed by any local, municipal, regional, urban, governmental, state, federal or other body in the PRC to have established a permanent establishment in the PRC prior to Completion. 3.15 Full details of all unrelieved Tax losses, management expenses, or charges on income available to RBIPL and RBL are set out in the Disclosure Letter. 3.16 3.5 No act or transaction has been or will, on or before Completion, will be effected by RBIPL or RBLthe Company, the Vendor or any other person (including the sale of the Sale Shares), in consequence of which RBIPL or RBL the Company is or may be held liable for Tax primarily chargeable against some other person. 3.17 RBIPL and RBL have made all deductions and withholdings in respect, or on account, of any Tax from any payments made by it which it is obliged or entitled to make and 3.6 The Company has duly accounted in full to the appropriate authority for all amounts so deducted or withheld. 3.18 RBIPL and RBL are not under any obligation to make any payment of interest or any annual payment for which no relief will be received, whether as a deduction or otherwise, for Tax purposes and no such payments have been made since the Accounting Date. 3.19 Except as disclosed in the Disclosure Letter, RBIPL and RBL have not entered into or been engaged in or been a party to any transaction which is artificial or fictitious or any transaction or series of transactions or scheme or arrangement of which the main or dominant purpose or one of the main or dominant purposes was the avoidance or deferral of or reduction in the liability to Tax of RBIPL or RBLthe Company. 3.20 Within the prior period of seven years RBIPL and RBL have 3.7 The Company has not done nor have omitted appropriated any trading stock to do nor agreed to do nor permitted to be done any act nor has it suffered any occurrence as a result of which any balancing charge fixed assets or depreciation recapture has arisen or may arise under Part VI of the Inland Revenue Ordinance. 3.21 All vice versa, all assets are correctly shown in the Accounts as trading stock/current assets or fixed assets and any property under development is held and shown in the Accounts as fixed assets. 3.22 On 3.8 None of the assets of any member of the Group have been purchased at an under value or been given to any member of the Group in circumstances where the gift or element of under value (including (without limitation) any gift or element of under value which might be regarded as property passing on the death of a disposal deceased pursuant to the provisions of all section 6(1)(c) of the Estate Duty Ordinance) might be subject to or give rise to any form of Estate Duty chargeable or assessable against any member of the Group or on any of its assets by RBIPL assets. 3.9 There is no unsatisfied liability to estate duty attached or RBL for a consideration equal attributable to the value attributed to that Sale Shares or any asset in preparing of the Accounts or a consideration equal Company, there has been no transfer of any property to the actual consideration Company which has given for or may give rise to any claim, assessment or demand in relation to estate duty under section 35 of the acquisition then Estate Duty Ordinance (in Chapter 111 of the case Laws of each asset so ownedHong Kong), there is no charge or potential charge on any property or assets of the Company under section 18 or section 43(6) of the liability to Tax (if any) which would be incurred by RBIPL or RBL would not exceed the amount (if any) taken into account in respect of that asset in computing the liability of RBIPL or RBL to deferred Tax as stated in the Accounts and (in the case of assets so acquired) no Tax liability would be incurred by RBIPL or RBL in respect of that asset. 3.23 No scheme has been effected Estate Duty Ordinance and no arrangements have been made whereby person is liable to estate duty attributable to the value of any of the Sale Shares or any asset of RBIPL or RBL has been materially reduced and on a disposal thereof liability to Tax might arisethe Company. 3.24 Within the prior period of seven years RBIPL and RBL are not or have not been liable to Tax in any jurisdiction other than Hong Kong. 3.25 All remuneration, compensation payments, payments on retirement or removal from an office or employment and other sums paid or payable to employees or officers or former employees or officers of RBIPL and RBL and all interest, annuities, royalties, rent and other annual payments paid or payable by RBIPL and RBL (whether before or after the date hereof) pursuant to any obligation in existence at the date hereof are and will (on the basis of the taxation legislation in force at the date hereof) be deductible for Tax purposes in computing the profits of RBIPL and RBL. 3.26 3.10 All documents to which RBIPL and RBL are the Company is a party or which form part of RBIPL or RBLthe Company’s title to any asset or in the enforcement of which RBIPL or RBL the Company is or may be interested which are subject to stamp or similar duty have been duly stamped and, where appropriate or necessary, adjudicated. 3.27 RBIPL 3.11 No member of the Group has ceased to be associated (within the meaning of section 45(2) of the Stamp Duty Ordinance) with another company or body corporate in circumstances which might give rise to a liability to stamp duty pursuant to section 45(5A) of the Stamp Duty Ordinance where such stamp duty has not been paid in full prior to the date hereof and RBL have not no member of the Group will prior to or at Completion, whether by virtue of this Agreement or otherwise, cease to be associated (within the meaning of section 45(2) of the Stamp Duty Ordinance) with another company or body corporate in circumstances which might give rise to a liability to stamp duty pursuant to section 45(5A) of the Stamp Duty Ordinance. No member of the Group has entered into a transaction within the prior period of two years prior to the date hereof in relation to which relief has been claimed pursuant to Section section 45 of the Stamp Duty Ordinance. 3.28 3.12 The information given by RBIPL and RBL the Company to the Customs and Excise Department and all other authorities (whether of Hong Kong or otherwise) in connection with the import or export of any goods was when given true and accurate and RBIPL and RBL the Company has complied with all legislation, regulations, orders, directions or conditions (whether of Hong Kong or otherwise) relating to the import and export of goods and to all customs and excise matters, and all customs duties and tariffs payable by RBIPL and RBL the Company have been paid in full within the applicable time limits. 3.29 The books and records of RBIPL and RBL accurately present and reflect in accordance with generally accepted accounting principles and standards within RBIPL and RBL’s jurisdiction of incorporation all transactions entered into by RBIPL and RBL or to which they have been a party. 3.30 RBIPL and RBL have complied in full with all its reporting obligations to the Inland Revenue Department or other relevant Tax authority in connection with benefits provided for any director or employee or deemed employee or to any company with which it has contracted for the provision of the services of any individual to RBIPL or RBL.

Tax Records and Returns. 3.1 No event, act, transaction or omission has occurred or shall occur between The Companies and the Accounting Date and Completion which could give rise to a claim under the terms of the Deed of Indemnity. 3.2 All Business have duly filed all returns, computations, notices and information made or provided or required to be made or provided by the Target Group Companies or the Business for any Tax tax purpose and the same have been made or given within the requisite periods and on a proper basis and when made were true and accurate in all material respects and are up to date and none of them is or is is, to the Best Knowledge of the Warrantors, likely to be the subject of any material dispute with any Tax tax authority. 3.3 . The Disclosure Letter contains details of Companies and the Business have paid, and have withheld, deducted and accounted to the relevant tax authorities for, all transactions effected by the Target Group in respect of tax which any consent it has become liable to pay, withhold, deduct or clearance from the Inland Revenue Department account for on or other governmental or Tax authority was required or was sought. 3.4 In respect of any such consent or clearance as referred to in paragraph 3.3, the consent or clearance was validly obtained before the transaction was effected and date hereof and, within the transaction was effected in accordance with legal limitation period prior to the terms date hereof, neither the Companies nor any director or officer of and so as to satisfy any conditions attached to such consent or clearance and at a time when and in circumstances in which such consent or clearance was valid and effective. 3.5 The Target Group has paid all Tax, including provisional taxation, which has become due and payable. 3.6 Within the prior period of seven years, except as disclosed in the Disclosure Letter, the Target Group has not Companies have paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax and no director or officer of any companies within tax. Save as provided for in the Target Group has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax in connection with, or relating in any way to, the business or affairs accounts of the companies within Companies, there is no existing contingent or deferred liability for tax including liability for tax which would arise on the Target Group. 3.7 RBIPL and RBL have never been resident for Tax purposes in any jurisdiction other than Hong Kong. 3.8 RBIPL and RBL carry on activities which are a Companies ceasing to trade or business on its ceasing to use or occupy any asset for the purposes of Hong Kong Tax and has not ceased and will not its trade or on its disposing of any asset at its book value as shown in the Accounts or which might arise as a result of the execution of this Agreement (but excluding any agreement entered into on liability for tax which arises solely as the result of the realization by the Company of trading stock or before Completion cease to carry on such activities. 3.9 RBIPL and RBL have never carried on a trade or business for Tax purposes other than the trade or business which they will be carrying on at Completion. 3.10 No rents, interest, annual payments, emoluments or other sums of an income nature paid or payable by RBIPL and RBL or which RBIPL and RBL are under obligations to pay work in progress in the future are or (under the law as presently in forceordinary course of its business) may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.11 No payments, expenses or other distributions in respect of management or consulting charges paid or payable by RBIPL or RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.12 Except as disclosed and no material changes in the Disclosure Letter, no charitable donations or similar expenses paid or payable by RBIPL assets and RBL may be wholly or partially disallowable liabilities as deductions or charges in computing profits or against profits for Tax purposes. 3.13 Except as disclosed shown in the Disclosure LetterAccounts have occurred since June 30, no payments 2004 which might result in respect of or by reference to any such liability. The Companies and the employment or engagement of any officer, manager, consultant, independent contractor or employee of RBIPL or RBL on or prior to the date hereof is subject to Tax that has not been paid by RBIPL or RBL or otherwise reserved for in the Management Accounts. 3.14 Except as disclosed in the Disclosure Letter, RBIPL and RBL are not subject to any Tax Liability that arises as a result of RBIPL or RBL being deemed by any local, municipal, regional, urban, governmental, state, federal or other body in the PRC to have established a permanent establishment in the PRC prior to Completion. 3.15 Full details of all unrelieved Tax losses, management expenses, or charges on income available to RBIPL and RBL are set out in the Disclosure Letter. 3.16 No act or transaction has been or will, on or before Completion, be effected by RBIPL or RBL, the Vendor or any other person (including the sale of the Sale Shares), in consequence of which RBIPL or RBL is or may be held liable for Tax primarily chargeable against some other person. 3.17 RBIPL and RBL have made all deductions and withholdings in respect, or on account, of any Tax from any payments made by it which it is obliged or entitled to make and has duly accounted in full to the appropriate authority for all amounts so deducted or withheld. 3.18 RBIPL and RBL are not under any obligation to make any payment of interest or any annual payment for which no relief will be received, whether as a deduction or otherwise, for Tax purposes and no such payments have been made since the Accounting Date. 3.19 Except as disclosed in the Disclosure Letter, RBIPL and RBL Business have not entered into or been engaged in or been a party to any transaction which is artificial or fictitious or any transaction or series of transactions or scheme or arrangement of which the main or dominant purpose or one of the main or dominant purposes was the avoidance or deferral of tax or a reduction in the liability to Tax of RBIPL or RBL. 3.20 Within the prior period of seven years RBIPL and RBL have not done nor have omitted to do nor agreed to do nor permitted to be done any act nor has it suffered any occurrence as a result of which any balancing charge or depreciation recapture has arisen or may arise under Part VI tax of the Inland Revenue Ordinance. 3.21 All assets are correctly shown in Companies or the Accounts as current assets or fixed assets and any property under development is held and shown in the Accounts as fixed assets. 3.22 On a disposal of all of its assets by RBIPL or RBL for a consideration equal to the value attributed to that asset in preparing the Accounts or a consideration equal to the actual consideration given for the acquisition then (in the case of each asset so owned) the liability to Tax (if any) which would be incurred by RBIPL or RBL would not exceed the amount (if any) taken into account in respect of that asset in computing the liability of RBIPL or RBL to deferred Tax as stated in the Accounts and (in the case of assets so acquired) no Tax liability would be incurred by RBIPL or RBL in respect of that asset. 3.23 No scheme has been effected and no arrangements have been made whereby the value of any asset of RBIPL or RBL has been materially reduced and on a disposal thereof liability to Tax might arise. 3.24 Within the prior period of seven years RBIPL and RBL are not or have not been liable to Tax in any jurisdiction other than Hong Kong. 3.25 All remuneration, compensation payments, payments on retirement or removal from an office or employment and other sums paid or payable to employees or officers or former employees or officers of RBIPL and RBL and all interest, annuities, royalties, rent and other annual payments paid or payable by RBIPL and RBL (whether before or after the date hereof) pursuant to any obligation in existence at the date hereof are and will (on the basis of the taxation legislation in force at the date hereof) be deductible for Tax purposes in computing the profits of RBIPL and RBL. 3.26 Business. All documents to which RBIPL and RBL the Companies or the Business are a party or which form part of RBIPL or RBL’s the Companies' title to any asset or in the enforcement of which RBIPL or RBL is the Companies are or may be interested which are subject to stamp or similar duty or transfer tax have been duly stamped andand adjudicated or have had such tax duly paid on them; any relief obtained from any such duty or tax has been properly obtained, where appropriate and no event has occurred as a result of which any such duty or necessary, adjudicated. 3.27 RBIPL and RBL have not entered into a transaction within the prior period of two years in relation to tax for which relief was obtained has been claimed pursuant to Section 45 of the Stamp Duty Ordinancebecome payable. 3.28 The information given by RBIPL and RBL to the Customs and Excise Department and all other authorities (whether of Hong Kong or otherwise) in connection with the import or export of any goods was when given true and accurate and RBIPL and RBL has complied with all legislation, regulations, orders, directions or conditions (whether of Hong Kong or otherwise) relating to the import and export of goods and to all customs and excise matters, and all customs duties and tariffs payable by RBIPL and RBL have been paid in full within the applicable time limits. 3.29 The books and records of RBIPL and RBL accurately present and reflect in accordance with generally accepted accounting principles and standards within RBIPL and RBL’s jurisdiction of incorporation all transactions entered into by RBIPL and RBL or to which they have been a party. 3.30 RBIPL and RBL have complied in full with all its reporting obligations to the Inland Revenue Department or other relevant Tax authority in connection with benefits provided for any director or employee or deemed employee or to any company with which it has contracted for the provision of the services of any individual to RBIPL or RBL.

Tax Records and Returns. 3.1 No event, act, transaction or omission has occurred or shall occur between the Accounting Date and Completion which could give rise to a claim under the terms of the Deed of IndemnityClause (d)(iii)(4) in this Schedule 7. 3.2 All The Company has duly filed all returns, computations, notices and information made or provided or required to be made or provided by the Target Group Company for any Tax purpose and the same have been made or given within the requisite periods and on a proper basis and when made were true and accurate in all material respects and are up to date and none of them is or is so far as the Vendors are aware, likely to be the subject of any dispute with any Tax authority. 3.3 The Disclosure Letter contains details of Company has paid, and has withheld, deducted and accounted to the relevant Tax authorities for, all transactions effected by the Target Group in respect of Tax which any consent or clearance from the Inland Revenue Department or other governmental or Tax authority was required or was sought. 3.4 In respect of any such consent or clearance as referred to in paragraph 3.3, the consent or clearance was validly obtained before the transaction was effected and the transaction was effected in accordance with the terms of and so as to satisfy any conditions attached to such consent or clearance and at a time when and in circumstances in which such consent or clearance was valid and effective. 3.5 The Target Group it has paid all Tax, including provisional taxation, which has become due and payable. 3.6 Within the prior period of seven years, except as disclosed in the Disclosure Letter, the Target Group has not paid or become liable to pay pay, withhold, deduct or account for on or before the date hereof and, within the period of three years prior to the date hereof, neither the Company nor any fine, penalty, surcharge or interest in relation to Tax and no director or officer of any companies within the Target Group Company has paid or become liable to pay any fine, penalty, surcharge or interest in relation to Tax in connection with, or relating in any way to, for which the business or affairs of the companies within the Target GroupCompany is liable. 3.7 RBIPL and RBL have never been resident 3.4 Save as provided for in the Accounts there is no existing contingent or deferred liability for Tax purposes in any jurisdiction other than Hong Kong. 3.8 RBIPL and RBL carry on activities including liability for Tax which are a trade or business for the purposes of Hong Kong Tax and has not ceased and will not might arise as a result of any agreement entered into on the execution of this Agreement or before Completion cease to carry on such activities. 3.9 RBIPL and RBL have never carried on a trade or business for Tax purposes other than the trade or business which they will be carrying on at Completion. 3.10 No rents3.5 There are no unutilised Tax allowances, interest, annual payments, emoluments unrelieved Tax losses or other sums of an income nature paid or payable by RBIPL and RBL or which RBIPL and RBL are under obligations to pay in the future are or (under the law as presently in force) may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.11 No payments, expenses or other distributions in respect of management or consulting charges paid or payable by RBIPL or RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.12 Except as disclosed in the Disclosure Letter, no charitable donations or similar expenses paid or payable by RBIPL and RBL may be wholly or partially disallowable as deductions or charges in computing profits or against profits for Tax purposes. 3.13 Except as disclosed in the Disclosure Letter, no payments in respect of or by reference excess foreign tax credit available to the employment Company or engagement of any officer, manager, consultant, independent contractor or employee of RBIPL or RBL on or prior to the date hereof is subject to Tax that has not been paid by RBIPL or RBL or otherwise reserved for in the Management Accounts. 3.14 Except as disclosed in the Disclosure Letter, RBIPL and RBL are not subject to any Tax Liability that arises as a result of RBIPL or RBL being deemed by any local, municipal, regional, urban, governmental, state, federal or other body in the PRC to have established a permanent establishment in the PRC prior to Completion. 3.15 Full details of all unrelieved Tax losses, management expenses, or charges on income available to RBIPL and RBL are set out in the Disclosure Letter. 3.16 No act or transaction has been or will, on or before Completion, be effected by RBIPL or RBL, the Vendor or any other person (including the sale of the Sale Shares), in consequence of which RBIPL or RBL is or may be held liable for Tax primarily chargeable against some other person. 3.17 RBIPL and RBL have made all deductions and withholdings in respect, or on account, of any Tax from any payments made by it which it is obliged or entitled to make and has duly accounted in full to the appropriate authority for all amounts so deducted or withheld. 3.18 RBIPL and RBL are not under any obligation outstanding entitlements to make any payment of interest claim, election, appeal or any annual payment for which no relief will be received, whether as a deduction or otherwise, for Tax purposes and no such payments have been made since the Accounting Dateapplication in relation to Tax. 3.19 Except as disclosed in the Disclosure Letter, RBIPL and RBL have 3.6 The Company has not entered into or been engaged in or been a party to any transaction which is artificial or fictitious or any transaction or series of transactions or scheme or arrangement of which the main or dominant purpose or one of the main or dominant purposes was the avoidance or deferral of Tax or a reduction in the liability to Tax of RBIPL or RBLthe Company. 3.20 Within 3.7 All of the prior Company's income is exempt from Tax or is taxable at a concessionary or reduced rate of Tax in accordance with the Philippine Economic Zone Authority regulations. 3.8 The Company is not and has not at any time in the period of seven six years RBIPL and RBL have not done nor have omitted to do nor agreed to do nor permitted to be done any act nor has it suffered any occurrence as a result ending with the date of which any balancing charge or depreciation recapture has arisen or may arise under Part VI of the Inland Revenue Ordinance. 3.21 All assets are correctly shown in the Accounts as current assets or fixed assets and any property under development is held and shown in the Accounts as fixed assets. 3.22 On a disposal of all of its assets by RBIPL or RBL for a consideration equal to the value attributed to that asset in preparing the Accounts or a consideration equal to the actual consideration given for the acquisition then (in the case of each asset so owned) the liability to Tax (if any) which would be incurred by RBIPL or RBL would not exceed the amount (if any) taken into account in respect of that asset in computing the liability of RBIPL or RBL to deferred Tax as stated in the Accounts and (in the case of assets so acquired) no Tax liability would be incurred by RBIPL or RBL in respect of that asset. 3.23 No scheme has been effected and no arrangements have been made whereby the value of any asset of RBIPL or RBL has been materially reduced and on a disposal thereof liability to Tax might arise. 3.24 Within the prior period of seven years RBIPL and RBL are not or have not this Agreement been liable to Tax in any jurisdiction other than Hong Kong. 3.25 All remunerationthe Philippines or, compensation payments, payments on retirement or removal from an office or employment and other sums paid or payable to employees or officers or former employees or officers of RBIPL and RBL and all interest, annuities, royalties, rent and other annual payments paid or payable by RBIPL and RBL (whether before or after the date hereof) pursuant to any obligation in existence at the date hereof are and will (on the basis of the taxation legislation in force at the date hereof) be deductible for Tax purposes in computing the profits of RBIPL and RBL. 3.26 All documents to which RBIPL and RBL are a party or which form part of RBIPL or RBL’s title to any asset or in the enforcement case of which RBIPL or RBL is or may be interested which are subject to stamp or similar duty have been duly stamped anda Investee Company, where appropriate or necessary, adjudicated. 3.27 RBIPL and RBL have not entered into a transaction within the prior period of two years jurisdiction in relation to which relief has been claimed pursuant to Section 45 of the Stamp Duty Ordinance. 3.28 The information given by RBIPL and RBL to the Customs and Excise Department and all other authorities (whether of Hong Kong or otherwise) in connection with the import or export of any goods was when given true and accurate and RBIPL and RBL has complied with all legislation, regulations, orders, directions or conditions (whether of Hong Kong or otherwise) relating to the import and export of goods and to all customs and excise matters, and all customs duties and tariffs payable by RBIPL and RBL have been paid in full within the applicable time limits. 3.29 The books and records of RBIPL and RBL accurately present and reflect in accordance with generally accepted accounting principles and standards within RBIPL and RBL’s jurisdiction of incorporation all transactions entered into by RBIPL and RBL or to which they have been a party. 3.30 RBIPL and RBL have complied in full with all its reporting obligations to the Inland Revenue Department or other relevant Tax authority in connection with benefits provided for any director or employee or deemed employee or to any company with which it has contracted for the provision of the services of any individual to RBIPL or RBLis incorporated.