项目建议书(英文)

November [ ], 1995[Mr. Rubin J. McDougalDirector of Financial Planning& Business DevelopmentWhirlpool Asia460 Alexandra Road#18-00 PSA BuildingSingapore 0511]Dear [Mr. McDougal],It was a pleasure meeting with you to discuss your plans to improve the financial reporting system of Shenzhen Whirlpool Raybo Air-conditioner Industrial Company Limited ("Raybo"), a joint venture to be established in Shenzhen, the People's Republic of China ("the PRC") between Whirlpool Overseas Holding Corporation ("WOHC") and Shenzhen Petrochemical Holdings Company Limited ("SPHCL").We believe that we are uniquely qualified to serve you on this important project because of our substantial knowledge of Chinese accounting practices and regulations, our understanding of the Chinese mentality and management philosophy, and above all, our long-term commitment to the PRC. Appendix I gives a brief account of relevant experience in the PRC.We are pleased to set forth in the accompanying proposal our proposed consulting services to assist you in improving Raybo's financial reporting system so as to achieve the Whirlpool group's standard.We set out below the information regarding our work to be performed, the deliverables, the timing of our work, and our fee arrangements.The standard terms and conditions in Appendix II are incorporated by reference and accordingly, would be made a part of the arrangement if this proposal was accepted.We are pleased to have the opportunity to be of service to you on this important project. If you find the proposal in order, we would be grateful if you could confirm the proposed arrangements by signing the attached copy of this letter and by returning it to us for our files. If you have any questions regarding these arrangements, please contact Peter Mak ((86 755) 228-0043) or Bur Chan ((86 755) 218-0401).Very truly yours,Agreed and accepted by:For and on behalf of DateWhirlpool AsiaW HIRLPOOL A SIAProposal for the Improvement of theFinancial Reporting SystemofShenzhen Whirlpool Raybo Air-conditioner Industrial Company LimitedNovember 1995T ABLE OF C ONTENTSSection Page1.Background 12.Project Scope and Approach - An Overview 23.Phase I - Diagnostic Review 34.Phase II - System Development 55.Phase II - System Implementation 76.Project Organization 97.Time and Fee Estimates 10AppendicesI.Relevant Experience in the PRCII.Standard Terms of Conditions1. B ACKGROUNDWe understand that Whirlpool Overseas Holding Corporation ("WOHC") is planning to establish a joint venture, Shenzhen Whirlpool Raybo Air-conditioner Industrial Company Limited ("Raybo"), with Shenzhen Petrochemical Holdings Company Limited ("SPHCL") located in Shenzhen, the People's Republic of China ("the PRC"). The capital of Raybo amounts to [ ] and 75% and 25% of which will be contributed by WOHC and SPHCL respectively.Raybo will be engaged in the production [and trading] of air-conditioners after its formation probably in [December 1995] and will has about [ ] employees. The factory site, equipment and staff personnel will mainly be transferred from the existing factory owned by SPHCL ("the Factory").The financial reporting system presently in use by the Factory is not consistent with the WOHC's requirement. With a view to implementing an unique and effective management and financial controls over Raybo in the future, WOHC is exploring ways to improve and upgrade the financial reporting system of Raybo to reach its requirements.In this connection, we understand that you need assistance from a consultant to assist in the development and implementation of financial reporting system for Raybo.2. P ROJECT S COPE A ND A PPROACH - A N O VERVIEWBased on our preliminary understanding of your needs as mentioned above, we propose to provide the following support to you in three critical stages as follows:-Phase IPhase II Phase IIIWe believe that the overall objective of our work is to help Raybo develop and implement financial reporting system which could:Section 3 to 5 below will describe the details work to be performed and the deliverables thereon.3. P HASE I - D IAGNOSTIC R EVIEWPhase IPhase II Phase IIIObjectives∙ Understand WOHC's requirements to be imposed on Raybo's financial reporting system.∙ Review and analyze the current financial reporting system of the Factory.∙ Identify inconsistent between the present and required financial reporting system of the Factory. Provide a summary of deficiencies noted and a list of recommendations to be implemented.Scope of Work∙ Discuss with WOHC and the Factory's management to understand their financial reporting needs on Raybo after its formation.∙ Discuss with WOHC and the Factory's management to understand the proposed organizational structure, key responsibilities of each department, and the functions and authority of key personnel.∙ Discuss with the Factory's management and obtain an understanding of the existing accounting and internal control procedures and identify areas which have to be strengthened or streamlined. Major focus will be on the following areas:maintenance of general ledger;sales order processing and credit control; purchase order processing; inventory management; andfixed asset and capital expenditure management.DeliverablesBased on the discussion mentioned above, we will provide a report which contains:a summary of deficiencies noted between WOHC's requirements and thecurrently financial reporting system of the Factory; anda list of recommendations to be implemented.4. P HASE II - S YSTEM D EVELOPMENTPhase IPhase II Phase IIIObjectives∙ Develop a set of financial reporting package which satisfies both local and WOHC's financial reporting requirements. This reporting package is able to provide management and financial information and hence help control and evaluate performance and efficiency of Raybo.∙ Develop a set of accounting manual and a set of accounting controls manual, which standardize the accounting procedures and provide better controls on the key control procedures.Scope of Work∙ Design a monthly reporting package (both in English and Chinese) which will comprise:financial statements prepared on the basis of PRC accounting standards;schedule of adjustments based on WOHC's requirements;financial statements prepared on the basis of WOHC's requirements; andother management and financial reports as required by WOHC and the Factory's management.∙ Develop accounting manuals (in Chinese) covering key control procedures in:preparation of the monthly reporting package; andmaintenance of the general ledger.∙Develop accounting control manuals (in Chinese) covering key control procedures in:sales order processing and credit control;purchase order processing;inventory management; andfixed asset and capital expenditure management.Deliverables∙At the end of Phase II, we will provide:a set of financial reporting package which satisfies both local and WOHC'sfinancial reporting requirements;a set of accounting manual; anda set of accounting controls manual.5. P HASE III - S YSTEM I MPLEMENTATIONPhase IPhase II Phase IIIObjectives∙ Facilitate the implementation of Raybo's new financial reporting system byproviding trainings to the relevant personnel, follow-up visits to Raybo and correctives actions on the problems encountered during implementation.Scope of Work∙ Develop an action plan and timetable for implementation.∙ Obtain confirmation from local management on the framework and timing ofimplementation.∙ Debrief Raybo’s accounting staff on WOHC's financial reporting requiremen tspractices, adjustment procedures thereon to meet such requirements, and new accounting procedures as described in the accounting manuals.∙ Conduct training for Raybo’s key accounting and management personnel on thenew control procedures.∙ Assist Raybo’s personnel to kick-off implementation according to the timetable.∙ Perform two follow-up visits and recommend appropriate corrective actions toaddress major problems and issues that come to our attention. Fine tune the new procedures based on actual experience and feedback during implementation.∙Document major problems and issues encountered during implementation and the relevant corrective actions taken.Deliverables∙Key deliverables of Phase III will include:a detailed timetable and action plan for implementation;a 1-day training for Raybo’s key accounting and management personnel andthe related training materials;assistance on the problems encountered during implementation; andtwo follow-up visits and recommendation on the appropriate corrective actions to address major problems and issues that come to our attention.6. P ROJECT O RGANIZATIONWe believe that Arthur Andersen is uniquely qualified to assist WOHC and Raybo in this project. We have extensive experience in performing similar projects for a number of joint ventures in the PRC (see Appendix II for details).Our engagement team will be headed by Mr. Peter Mak, our Managing Partner of our Shenzhen office, and he will have the overall responsibility on this project. Mr. Bur Chan, our Business Consulting Manager in Shenzhen office, will be responsible for the daily project activities. They will be assisted by our consultants from Hong Kong and Shenzhen offices as and when we consider necessary.The successful implementation of the financial reporting system will also depend heavily on the support and commitment of management and employees of both WOHC and Raybo. In this connection, we suggest that you assume the primary responsibility for coordinating with senior management of both companies on receiving and confirming our findings, resolving any conflicts which may arise, and approving the adoption of our recommendations and deliverables. In addition, a field coordinator should be appointed, whose primary responsibilities are to coordinate all the necessary travel and training arrangements, arranging for Raybo's personnel to attend interviews and training courses, and provide other support services.7. T IME AND F EE E STIMATESOur fees are based upon the experience level of our personnel assigned and the length of time spent, plus actual out-of-pocket expenses which will include charges for hotel accommodation, transportation, telephone, fax, photocopying and report production, etc.In this connection and based on our understanding of the professional services required., we estimate that our professional fees and the timing for assisting you in this project will be as follows:-Phase Scope of Work Time Estimate Fee EstimatePhase I Diagnostic Review One week US$ Phase II System Development Two weeks US$ Phase III System Implementation Three weeks US$In addition, out-of-pocket expenses will be billed on an actual basis. In accordance with our standard practice, we will bill 50% of our fees upon commencement of our work. The remaining 50% will be billed upon presentation of our draft report. Out-of-pocket expenses will be billed as they are incurred. These invoices are payable upon submission.Set out below are some of the major systems development and implementation projects which we recently completed or are currently working on in the PRC:1.Our client is a joint venture newly established by a company listed on the HongKong Stock Exchange and a township enterprise in the PRC. The joint venture is engaged in the manufacture of steel products. We were engaged by the joint venture to develop manual accounting and internal control systems to generate timely and accurate financial information and analyses required for complying with local and Hong Kong financial reporting requirements and management information purposes. In addition, we reviewed the production processes of the joint venture and developed a costing accounting system which can promptly and accurately capture and report all the relevant costs. We also provide training to key management personnel and accounting staff on the key control objectives, accounting procedures and reporting requirements. Our deliverables include an accounting manual and an internal control manual.2.Our client is a joint venture established in Shanghai. It is engaged in themanufacture of consumer products. We were engaged to improve its accounting and costing systems to meet the financial and management reporting requirements of its foreign joint venture partner. We performed a diagnostic review of the client's existing systems and identified areas which could be improved and streamlined. We summarized our recommended procedures and practices in an accounting manual which is supplemented by summary flow charts and standard forms.3.We were engaged by a joint venture department store in Shanghai to develop anaccounting system to comply with local and Hong Kong reporting requirements.In addition, after we reviewed the joint ventures current budgetary planning and control processes, we recommended changes to the procedures and formats of the budgets and other working reports to improve the effectiveness of the budgeting processes and assist the client's personnel to implement the new procedures and reports.4.We have been engaged by a U.S.-based company to develop and assist in theimplementation of manual accounting and internal control system and a product costing system for its joint venture in Beijing. The accounting and internal control system included procedures for preparing timely and accurate financial information and analyses required for complying with both local and U.S.financial reporting requirements and management information purposes. We also developed a product costing system based on our review of the joint venture's production process. Furthermore, we provided training and implementation assistance to key management personnel and accounting staff of our client.5.Our client is a joint venture engaged in the manufacture of garments. We wereengaged to assist in the formulation of an appropriate organizational structure and define the key departmental responsibilities for the joint venture, including the definition of authorization hierarchies and limits for different management levels.In addition, we improved and streamlined the existing accounting procedures so that both the local and Hong Kong reporting requirements would be met. To ensure that our recommendations could be implemented smoothly, we also provided on-site guidance and recommended changes in the design of certain standard forms and the use of new standard forms.The following terms and conditions are incorporated as a part of the agreement between Whirlpool Asia ("WA") and Arthur Andersen & Co. ("AA") upon acceptance of this job arrangement:1. Billings will be rendered by AA based on fees incurred to date and shall bepayable upon submission. Any significant changes to the scope of work will be agreed in writing between WA and AA in advance.2. In connection with the project, each party will have access to confidentialinformation made available by the other, each shall protect such confidential information in the same manner as it protects its own confidential information of like kind.3. The deliverables of this project, including any reports or documents providedby AA, are prepared solely for WA information and should not be used, referred to or distributed for any other purposes.4. Neither party shall be liable to the other for more than the fees paid under thisarrangement. We will not be liable for any consequential, incidental or punitive loss or expense even if we have been advised of their possible existence. AA's responsibilities are limited to the identification, documentation and appropriate communication of recommendations to WA's management. While AA will provide assistance to coordinate and start implementing its recommendations, the ultimate adoption and implementation of such will be the responsibility of WA's management.5. WA shall indemnify and hold harmless AA and its personnel from and againstany claims, liabilities, costs and expenses (including, without limitation, lawyers’ fees and the time of AA personnel involved) brought against, paid or incurred by AA at any time and in any way arising out of or relating to AA’s services under this agreement, except to the extent finally determined to have resulted from the gross negligence or willful misconduct of AA’s personnel.This provision shall survive the termination of this agreement for any reason.6. Neither party shall be liable for any delays or failures to perform due to causesbeyond its control.7. WA will make the necessary arrangements with the Factory to provide theproject team with the agreed-upon work space, supplies, and assistance to the maximum extent practical.8. AA warrants that its services will be performed in a professional andworkmanlike manner in accordance with applicable professional standards and shall reperform any work not in compliance with this warranty brought to its attention within a reasonable time after the work is performed.The preceding is AA's only warranty concerning the services and deliverables, and is made expressly in lieu of all other warranties and representations, express or implied, including any implied warranties of fitness for a particular purpose, merchantability or otherwise.9. The continuity of our personnel is the key to providing quality service to ourclients. This arrangement is made on the understanding that WA, its shareholders or related companies will not hire any of the AA engagement team members within 12 months of completing the project. Otherwise, WA will pay AA compensation equal to three months’ per diem (i.e. hourly charges) of the engagement team members so employed.10. This agreement between WA and AA will be governed by the laws of HongKong.。