www.eplegal.

uk
194 Alcester Street
Birmingham
B12 0NQ
T: +44 (0) 121 778 1188 (24 hours)
F: +44 (0) 121 771 3028
E: office@eplegal.uk

CLIENT CARE – Acquisition

___________________________________________________________________________

Our Ref: TN:KC:2023/4795 Please ask for: Tony Nguyen

Your Ref: Direct Email: tony.nguyen@eplegal.uk

Mr Thinh Hoang Phu Nguyen

Ngoc My
Quoc Oai
Hanoi
Vietnam

17 August 2023

Dear Mr Nguyen

Re: The acquisitions of PARAGON (PGN) LTD

Thank you for your instructions to act on your behalf in relation to the acquisitions of
PARAGON (PGN) LTD (Company number 09258525) whose registered office at 37 Broadhurst
Gardens, London, England, NW6 3QT.

The purpose of this letter is to set out the terms of engagement under which we will act for
you, the scope of work to be undertaken, our Terms of Business and Privacy Notice.

I have attached a copy of the Terms of Business and Privacy Notice/Statement. If you do not
understand anything in our Terms of business please contact me, so I can clarify this for you.

Scope of work

You have instructed us that you are going to proceed the acquisitions of PARAGON (PGN) LTD
(Company number 09258525).

We shall act on behalf of you and undertake the following work:

(i) Legal due dilligence;

(ii) Preparation and revision of SPA and related transaction documents (we will assist
to revise each document for maximum 3 times as required);
(iii) Attending negotiations with the target firm on behaf of client; and
(iv) Perform or assist in necessary registrations for the transfer of shares and
appointment of director

This practice is regulated by the Solicitors Regulation Authority. Directors

We do not accept service by fax or email. Ian Vesey*
SRA Registration No. 660186 *Higher Rights Criminal Proceedings
Company Registration No. 9437411
Please note we will not advise you on any other matters or areas of law.

Timeframes

We cannot be too definite about the time periods at this stage but in due course we shall be
able to be more definite about dates for moving but you should not enter into any
commitment regarding to this matter.

Responsibility for the work

I, Tony Nguyen, a Solicitor of this practice shall be dealing with your matter and assisted by
Ms Kim Chau and the person that is overall responsible for your matter is Mr Ian Vesey.

Costs and expenses

I confirm that our costs will be £7,000.00 (VAT not inclusive) including aforementioned scope
of work except for point (iii) which will be calculated on my hourly rate of £300.00. You will
also be responsible for all expenses (these are known as ‘disbursements’) and any Auction
fees, together with any VAT, that we incur on your behalf. This estimate is based on the
information available to us now. We reserve the right to revise the charge if we are required
to do work which is additional to that anticipated at this stage or if particular complications
arise. If this does prove to be the case, you will be notified in advance of any such additional
costs being charged.

If, for any reason, your matter is no longer proceeding, we will charge for the work carried out
up to the point that we are notified that this is the case, at my hourly rate of £300.00 plus and
hourly rate of our assistant of £200.00. Rest assured that our abortive costs will not exceed
the fixed fee which we have quoted to you and usually will amount to about 50% but depends
at which point the transaction goes abortive.

Any estimate or quote we provide is made on the basis that we receive detailed and timely
instructions from you on the matters that arise. If this is not the case, we may be involved in
additional work which will increase the estimated costs.

At this stage I would envisage that the costs in your matter are likely to include the following:

Our Fees and Disbursements Amount VAT Total

Our legal fee £7,000.00 £0.00 £7,000.00
AML Search Fee £8.00 £0.00 £8.00
Bankruptcy Search Fee £3.20 £0.00 £3.20
TOTAL AMOUNT £7,008.20

We will inform you of any other charges which may be payable during the transaction as and
when we are aware of the same.
Money on Account

To enable us to commence work as soon as possible, we need to receive cleared funds on our
Client Account. Therefore, please provide our legal costs and full disbursement fee on account,
in order to comment work.

Please let us have the balance of £7,008.20 on account of costs and disbursements.

You may wish to pay this sum by way of telegraphic transfer, or if you wish to pay via cheque.
Please allow at least seven working days for the cheque to clear or before the money needs
to be paid out. If a longer clearance period is required, we will let you know at the time.

Our bank details are as follows:

Bank: Lloyds Bank

Account Name: EP Legal Limited - Client Account
Account Number: 47 03 72 60
Sort Code: 30 -92 – 99
Ref: 2023/4795

Billing

As it is essential under the applicable professional rules for us to have cleared funds at our
disposal for any payment to be made, we must receive completion monies (the balance of the
purchase price, stamp duty land tax (if any), Land Registry fees and any other post-completion
expenses) from you in good time.

Please ensure that we receive these payments and the balance of our costs plus VAT well in
advance to ensure they are in cleared funds at completion. We will need to receive any cheque
at least 7 days before the purchase completion date and any telegraphically transferred funds
no later than 2 days before the completion date.

Identity Checks/ Money Laundering Regulations

The law, specifically the Money Laundering Regulation 2017 now requires solicitors, as well as
other professionals to obtain evidence of the identify of their clients. This is because solicitors
who deal with money and property on behalf of their clients can be used by criminals wishing
to launder money. In order to comply with the law on money laundering we need to obtain
evidence of your identity as soon as possible.

Please therefore provide us with your ID and Proof of address, not more than 3 months old.

The Money Laundering Regulations 2017 also requires us to identify clients that are
“politically exposed persons” (PEPs) or have been PEPs in the last 12 months or clients that
are either a family member or a known close associate of a PEP. Examples would include MP’s
or Members of Governing Bodies of political parties.

Please confirm below, whether you or any close associates are PEP’s where you can also
find more information.
Cyber Fraud Alert

If you are sending funds to the Firm, please be alert to the risk of cyber-crime.

Your email account may have been intercepted by a fraudster, therefore if you receive an
email from us requesting you transfer money to us please check with the person dealing
with your matter before transferring funds.

You should check the bank details on hard copy letters you have received from us by post, do
not reply on any details shown in any email you receive which may have come from a
fraudster. We accept no liability if you transfer fund to a fraudster’s account.

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations

2013

The work required by us will involve the creation of a contract, which is subject to The
Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. As
such, you have the right to cancel your contract with us within 14 days.

Should you require us to commence work on your matter within the 14 days cancellation
period (because for example of the urgency of the case) you will need to confirm your
agreement for us to proceed with your matter by signing and returning a copy of this letter.

For further details regarding the right to cancel, methods of cancellation and effects of
cancellation under these regulations please see our Terms of Business.

The Complaints Procedure

We aim to provide a service to you of a very high quality, not least because we value our
reputation. Our sincere request is that you assist us to improve the quality of our service.
If you are in any way dissatisfied with the service that we provide, please tell us straight away.

Please contact Mr Ian Vesey, who is the Director at this Firm. Your file will then be reviewed
and we will let you have our considered views as quickly as we can.

We will write to you to confirm that we are investigating your complaint. This will be sent to
you within 5 working days of receiving your complaint. If possible, we will provide a full answer
in that letter. Our complaints procedure is available upon request.

Next steps

To ensure our earliest attention to your matter, please return to me as soon as possible one
copy of the following:

1. Signed and dated copy of this letter

Please be aware that until you return the signed and dated copy letter, unless and until you
instruct us in writing to the contrary your continued instruction will amount to an acceptance
of our terms.

If there is anything in this letter that you are not clear about and wish to clarify please do not
hesitate to contact us.
We take this opportunity to thank you for your interest in our firm and welcome you as our
client.

Yours sincerely,

EP Legal Limited
Enc.
 CLIENT’S ACKNOWLEDGEMENT

I, Thinh Hoang Phu NGUYEN, confirm that I have read this letter and that I accept the terms
and conditions herein and understand EP Legal Ltd Complaints Procedure.

I, Thinh Hoang Phu NGUYEN, hereby instruct EP Legal Ltd to act on my behalf and I accept and
agree to be bound by these terms of business.

Signed Dated