Benefits of Making Business in Burma | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN BURMA WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN BURMA WWW.MERGERSCORP.COM

4. Country Overview Myanmar, also called Burma, country, located in the western portion of mainland Southeast Asia. In 1989 the country’s official English name, which it had held since 1885, was changed from the Union of Burma to the Union of Myanmar; in the Burmese language the country has been known as Myanma (or, more precisely, Mranma Prañ) since the 13th century. Stretching from latitude 10° N to about 28°30′ N, Myanmar is the northernmost country of Southeast Asia; it is shaped like a kite with a long tail that runs south along the Malay Peninsula. The country is bordered by China to the north and northeast, Laos to the east, Thailand to the southeast, the Andaman Sea and Bay of Bengal to the south and southwest, Bangladesh to the west, and India to the northwest.

5. Executive Summary Like the mountains, Myanmar’s main rivers run from north to south. About three-fifths of Myanmar’s surface is drained by the Irrawaddy and its tributaries. Flowing entirely through Myanmar, it is navigable for nearly 1,000 miles (1,600 km). Myanmar is a country of great ethnic diversity. The Burmans, who form the largest group, account for more than half of the population. They are concentrated in the Irrawaddy River valley and in the coastal strips, with an original homeland in the central dry zone. Many indigenous languages—as distinct from mere dialects— are spoken in Myanmar. The official language is Burmese, spoken by the people of the plains and, as a second language, by most people of the hills.

6. Introduction – Doing business in Burma Myanmar is ranked 165 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Myanmar improved to 165 in 2019 from 171 in 2018. For businesses that are in the process of expanding internationally, it represents a huge wealth of untapped potential, particularly in terms of agriculture, telecom, manufacturing, and infrastructure. Moving into the Myanmar market does, however, present some challenges.. But for businesses eyeing the Southeast Asian state, understanding the challenges of doing business in Myanmar can help steer clear of avoidable risks—and offer a clearer path towards the rewards Myanmar offers.

7. Conducting business in Burma Business entities in Myanmar • The Myanmar limited liability company (wholly foreign-owned company) • The Myanmar joint venture company. • The Myanmar public limited company (Myanmar PLC) • The Myanmar branch office • The Myanmar representative office. Doing business in Myanmar can offer tremendous opportunity for businesses that are looking to expand into Southeast Asia. From providing country-specific reports to handling all risk mitigation and compliance, International PEO allows businesses to break into new markets with a light footprint.

8. Taxation in Burma Myanmar has a progressive tax system with the top personal tax rate of 25% for resident citizens and resident and non-resident foreigners of Myanmar. Employers are required to withhold income tax from employees' salaries, with the tax being payable to the tax authority in monthly instalments. In Myanmar, the Corporate Income tax rate is a tax collected from companies. Its amount is based on the net income companies obtain while exercising their business activity, normally during one business year.

9. Trade Burma is the 75th largest export economy in the world. In 2017, Burma exported $15B and imported $21.2B, resulting in a negative trade balance of $6.14B. In 2017 the GDP of Burma was $67.1B and its GDP per capita was $6.16k. The top exports of Burma are Petroleum Gas ($4.07B), Dried Legumes ($870M), Non-Knit Women's Coats ($619M), Rice ($607M) and Refined Copper ($516M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Refined Petroleum ($2.57B), Broadcasting Equipment ($977M), Raw Sugar ($685M), Delivery Trucks ($630M) and Motorcycles ($557M).

10. Banking in Burma The four state-owned banks are Myanmar Economic Bank, Myanmar Foreign Trade Bank, Myanmar Investment and Commercial Bank, and Myanmar Agricultural Development Bank. While distinct in their operational scope and policy mandates, these banks have several challenges in common. The Union Bank of Burma, the Central Bank of Myanmar (CBM) acts as the country’s central monetary authority. CBM works to ensure price stability in the financial system. The central bank also supervises financial institutions and state- owned and private banks in Myanmar.

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com