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Scope of Primary Business

SU Partners cares about each client’s needs.

Our company values each of our clients and provides the following basic services in the area of accounting and tax to individuals, start-up companies and public companies. We enthusiastically apply our expertise to a client’s various accounting and tax issues.

1. Accurate Entries into Books

We give detailed instructions on bookkeeping even to people who do not have any knowledge in bookkeeping. For the clients who are engaged in operations and do not have time to do bookkeeping on their own, we provide bookkeeping services through SPC Accounting Service Inc., which is our affiliated company. For the clients who want to utilize their accounting information promptly, we can outsource our accounting staff to your company. Our staff is able to enter financial information into your PC. At the same time, our staff can provide accounting and tax knowledge to your staff through educational training.

2. Payroll

We provide your staff’s payroll, social insurance administration and end of the year adjustment services. We can arrange our affiliated social insurance specialists who provide highly professional services at a reasonable cost upon request.

3. Corporate and Individual Tax Return Preparation

We make an effort to prepare the most accurate tax returns depending on each client’s circumstances. Normally, multiple staff members are engaged in preparing and reviewing tax returns to minimize errors. Our clientele varies from individuals to venture companies and public companies.

4. Consultation on Complicated Accounting and Tax issues

As one’s business expands, interrelated transactions become more complicated. In the area of accounting and tax, daily transactions become more complicated as well. Our company is able to handle foreign currency transactions, tax effect accounting, accounting for impairment of assets and current tax law. We put energy into staff training and encourage our staff to participate in external training.

If your company plans to go public, we can provide high level accounting services in conjunction with our affiliate, Kudan Auditing Corporation.

5. Tax Representation (Appearance at the Tax Audit)

Everyone is worried when it comes to a tax audit. We appear at your tax audit and represent you thoroughly with our extensive experience and knowledge.

Other Consultation on Finance and Capital Formation

Clients’ needs vary. Some are interested in mainly bookkeeping, some are interested in the amount of their tax payment, while others are concerned about their financial affairs. Our company provides not only bookkeeping and tax services, but also creates business plans. We act just like your business consultants by advising on bank’s financing requirements and how to raise funds depending on your need. In addition, we heavily consult with business owners about capital formation and inheritance issues. In this sense, we act as private bankers. Our primary concern is to provide courteous and excellent services to meet various clients’ needs.

Area of Business

SU Partner's Core Areas

SU Partners Tax Corporation originally started as Abe International Tax and Accounting Office and changed its name to SU Partners when it was incorporated. We continue to evolve our business in the areas of tax, accounting, law and consulting services in cooperation with certified public accountants, lawyers and Shihoshoshi (law specialists.) The areas we have focused on since the inception of our practice are as follows:

  1. International Tax & Accounting
  2. Funds (SPC), Finance and Financial Instruments
  3. M&A and Restructuring
  4. Business Succession and Inheritance
  5. Entrepreneur Support, Funding Consultation and IPO
  6. Trust and Intellectual Property Rights
  7. Equity Valuation and Business Valuation

1. International Tax & Accounting

Globalization has contributed to an increase of Japanese companies’ overseas expansion and international transactions as well as foreign companies’ expansion into Japan. We have maintained an outstanding track record in the area of international tax and accounting since the inception of the Office. Our company can help you with international tax issues arising from international transactions.

Inbound: Tax and Accounting Services for Foreign Owned Companies’ Investment and Expansion in Japan
- When foreign companies expand to the Japanese market, there are various ways to establish a company, such as having a branch office or a subsidiary, or a company that invests in real estate or stocks without a branch office or a subsidiary. Of course, taxes are imposed differently in each situation. We provide services in preparing financial reports for the originated country and consulting on international tax issues as well as bookkeeping, financial statements and tax return preparation.
- We have a track record in consulting on the Japanese tax and accounting for foreign owned companies that have a plan to expand into Japan and have been requested by JETRO in the City of Yokohama, Kanagawa to consult such companies in the past.
- The most common issue we deal with is the taxation on salary of a foreign employee who resides in Japan. When it comes to a tax audit, this area is critical.

Outbound: Tax and Accounting Services for Japanese Companies' Investment and Business Expansion to Overseas
- When you export or invest from Japan to overseas, each country imposes tax differently. It is inevitable to verify the entire process of colleting money in order to avoid double taxation in Japan and overseas, and execute an effective investment and business expansion.
- Publication:

"Basic Understanding and Computation Outline of Foreign Tax Deduction" published by Staff Advisors (Tax Research Group) on June 1, 2000.

- Lecture:

Lectured on the following topic on March 26, 2009.
"Reminders to Foreign Owned Company after it's Expansion to Japan" sponsored by Kanagawa Prefecture Trade and Promotion Center and co-sponsored by Kanagawa Prefecture and JETRO Yokohama Trade Center.

2. Funds (SPC), Finance and Financial Instruments

Tax accounting related to funds and financial instruments require problem-solving skills on not only tax issues, but also comprehensive issues due to the recent Financial Instruments and Exchange Act Reform. When you want to establish anonymous unions, specific purpose companies, investment liability unions, voluntary unions, investment trust companies or SPC for real estate funds, bonds and stock funds, our company can make recommendations and support you in structuring your organization in cooperation with lawyers and law specialists. Our extensive experience and track record proves that we can offer excellent bookkeeping and tax return preparation services as well. In addition, through our experience and expertise, we proudly provide accounting and tax services regarding financial instruments, such as stocks, bonds, mutual funds, derivatives, futures products and real estate investments.

- We provide services in fund bookkeeping, tax returns, investor's reports, cash flow reports, tax consulting, appearance at tax audits and preparation of prospectuses, whether private offering or public offering for anonymous unions, specific purpose companies, investment liability unions, voluntary unions, investment trust companies or SPC for real estate funds, bonds and corporate funds.

- Our affiliated company, SPC Accounting service Inc., takes care of cash management and officers' related business that are essential to SPC business.

- If your company requires our accounting audit, our affiliate, Kudan Auditing Corporation can perform auditing services. In regards to legal services related to the Financial Instruments and Exchange Act and other legal issues, we can refer lawyers specializing in these fields.

3. M&A and Restructuring

Restructuring is becoming a common management strategy for not only large companies but also small to medium size companies. In principle, restructuring needs to be approved by a special resolution of the Board of Directors. In this reason, it is easier for small to medium size companies to obtain an approval from their Board of Directors. Restructuring can be done in various ways: mergers, company splits, stock transfers and exchanges and assignments of businesses due to the recent reform of the Corporation Reorganization Law. Our company researches related law in a timely manner and advises you with optimal organizational or business restructuring methods.

Restructuring is utilized for not only group companies, but also inheritance planning and business restructuring and is becoming a common practice these days. We provide business succession consulting for business owners to succeed and continue businesses. For wealthy individuals, we provide long-term services in estate planning and estate tax preparation.

- Publication

“Restructuring and Business Succession for Small to Medium Companies” co- authored and published by Chuo Economics Inc. on July 20, 2007.

“Tax Accounting in Restructuring” published by Staff Advisors (Tax Research Group) on August 1, 1998.

4. Business Succession and Inheritance

Business succession and inheritance are the most interesting issues for business owners and wealthy individuals. Succession of management or estate requires utilizing corporation law and tax law based on circumstances of each individual or company. Sometimes, classified stocks can be applied in accordance with corporation law, the management succession method can be used or unified gift and inheritance tax system can be applied in accordance with tax law at the time of inheritance. Our company responds to your various needs in the area of business succession and inheritance, such as preparation of gift and inheritance tax returns, inheritance split issues at the time of inheritance, tax planning, and stock price valuation for gift and inheritance purposes.

- Seminar lecturer

Lectured on the following topic at the seminar on May 7, 2009.
“ Basic Inheritance Tax for Private Bankers” sponsored by Japan Securities Analyst Association.

5. Entrepreneur Support, Funding Consultation and IPO

Our company supports entrepreneurs who revitalize the Japanese economy. We perform outsourced bookkeeping services at the beginning of start-up companies and consult on bookkeeping, tax and accounting when companies want to perform on their own. In addition, we help start-up companies in obtaining capital funding and financing from financial institutions.

It is essential to strengthen internal control systems when your company is planning to do an IPO. You need to establish various regulations and internal control systems to pass public examination. We support you throughout your process and respond to your needs in cooperation with an auditing firm.

6. Trust and Intellectual Property Rights

We clearly identify client’s need in trust and intellectual property rights and provide extensive support in the area of tax and accounting by utilizing our abundant know-how and wide network.

Trust

In the past, contracts and wills were only means to set up trusts, however, now individuals are able to set up trusts due to the new Trust Act. Individual trusts enable capital liquidation, capital funding and inheritance planning. Although our company has dealt with trusts mainly for financial products or SPC business in the past, we have focused on individual trust after the new Trust act became effective. Thus, we are confident that we can provide the best tax and accounting support in establishing and planning trusts under the new law.

- Seminar lecturer

Lectured on the following topic on March 23 and 26, 2007.
“Trust Tax Accounting” sponsored by Small to Medium Size Companies Support Council.

Intellectual Property Rights

Currently, intellectual property strategy is a part of important management strategies for corporations. We are proud to provide intellectual property related tax and accounting services since we have dealt with cross border transactions as a part of our international tax and accounting practice, and its securitization as an extension of our experienced scheme.

7. Equity Valuation and Business Valuation

SU Partners responds to the following needs in regards to equity valuation and business valuation.

- In the event that stocks are included in inheritance and gift assets, it is necessary to compute stock prices based on a basic circular regarding estate valuation for estate tax and gift tax returns. It would be wise to value stocks for the tax planning purposes to deal with inheritance and gift in the future.

- In the event that a family company’s stocks are transferred between stockholders in the family or the family company, one is required to sell and buy stocks at a valuation price based on a basic circular of income tax and corporation tax.

- What price should be used to sell and buy stocks in the event of acquiring them through M&A or business transfer? You are required to value an acquiring company or its business not by applying the standard tax law.

- It is necessary to value stocks to determine what price you can acquire stocks from the acquiring company’s shareholders during the process of limited stock transfer acquisition claims and restructuring.

<Service Fees>

SU Partners Tax Corporation sets up reasonable fees based on each client’s need. Feel free to let us know what type of services your need. We can use either monthly fixed charges or time charges depending on services you request. We ensure transparency when it comes to charges.

<External Seminars>

We participate in various seminars as lecturers. Below are the main seminars we have provided. We are more than happy to lecture at our clients’ internal training or financial institutions at no cost as a token of our appreciation of our client’s business. Please let us know if you are interested.

Previous lecture topics:

- “Reminders to Foreign Owned Companies after it’s Expansion into Japan” sponsored by Kanagawa Prefecture Industry Promotion Center and co-sponsored by Kanagawa Prefecture, JETRO Yokohama Trade Center.

- “Basic Inheritance Tax for Private Bankers” sponsored by Japan Securities Analyst Association.

- “Trust Tax Accounting” sponsored by Small to Medium Size Companies Support Council.

<Management Philosophy>

SU Partners Tax Corporation’s mission is to work together with Big Four Accounting Firms to serve clients in the niche market, with the commitment to offer expertise and excellent client services-much like the high quality provided by medical doctors in serving their community. We focuses its management philosophy on the following five elements, to:

1. Contribute our efforts for the betterment of society.

2. Improve us as professionals and human beings through acquiring technical knowledge. Our goal is to be a company, which achieves a proper profit by maximizing quality services to our clients not maximizing profit from our clients.

3. Develop critical insights for operational efficiency and productivity as we expand our services.

4. Evaluate business trends and respond to changes in a timely manner and develop long-range planning so as to enhance our company’s capabilities to meet challenges of the future.

5. Distribute company profit in a fair and equitable manner to employees so they may enjoy a reasonable quality of life. Maintain a congenial work environment with special emphasis to encouraging constructive and creative ideas provided by our employees.

<Greetings from Managing Partner>

We, at SU partners Tax Corporation, always desire to be like medical doctors who provide high quality expertise and excellent client services in serving their community. We strive to pursue our goals by doing the followings:

1. We seriously listen to our client’s need.

2. We pay attention to details and strive to provide the best services to our clients.

3. We continue to study and acquire technical knowledge in tax, accounting and other areas.

4. We offer reasonable fee schedules.

As a result, both you and our company are able to win in the complicated and competitive society. We hope to be your partner who can build a win-win world.

<Introduction of Core Members>

Managing Partner

Yukinori Abe, Japanese Certified Tax Accountant

April 1977 – December 1980 In charge of purchasing and sales of audio and electronics at Seiyu Store Ltd.

January 1981 – December 1983
In charge of sales at Yokosuka Branch and Konandai Branch offices of Tokyo Sowa Bank (currently called Star Bank.)

January 1984 –October 1999

Vice President in the Accounting and Tax Department of Citibank N.A., Japan Branch for 13 years. Previously was a Japanese Tax Officer and was responsible for loans and collections for three years.

Engaged in preparation of Japanese local tax returns, appearance at tax examination, tax consulting to internal staff regarding financial products, such as: stocks, foreign bonds, mutual funds and derivatives, due diligence for M &A, compilation of income tax of foreign staff and tax effect accounting. Provided these services for not only Citibank Japan but for affiliates such as Cititrust Bank (domestic corporation) and Citicorp Credit (domestic corporation).

Engaged in international tax and tax related to financial products over 20 years including Citibank’s experience.

October 1999 Started Abe International Accounting Office.

April 2006 Incorporated and renamed as SU Partners Tax Corporation.

Staff

Junichi Inui

September 1997 – November 1999
Worked for Suzuki Accounting Office. Was engaged in tax and accounting for sole proprietors and small to medium size companies.

January 2000 – August 2003
Worked for KPMG Accounting and Management Service (currently called KPMG Tax Corporation.) Was engaged in tax and accounting for subsidiaries of public companies, SPC, foreign owned companies, and family owned companies.

September 2003 – October 2008
Started the Office of Inui Tax Accountant in 2003. Engaged in tax and accounting business for SPC at the Tokyo Kyodo Office from September in 2003 through December in 2008. In addition, was engaged in tax and accounting business for small to medium size companies and subsidiaries of public companies and foreign owned companies.

November 2008
Joined SU Partners Tax Corporation.

Overview of Staff

We have a small number of staff, however most our staff members are either certified tax accountants, tax accountants or have passed more than four parts of the certified tax accountant’s examination.

Number of staff: 12 (Seven out of 12 are tax accountants and one holds a certification of Japanese Tax Accountant.)

Eight out of 13 are tax accountants and one holds a certification of Japanese Tax Accountant.
Yokohama office: 5
Akasaka office: 8

<Location of Offices>

Yokohama office
Yokohama Kinko-cho Building 3rd Floor
6-3, Kinko-cho, Kanagawa-ku
Yokohama-city, Kanagawa 221-0056
Japan
Tel: 045-442-0851
Fax: 045-453-2851

Akasaka office
ARK Hills Front Tower ROP 701
23-1, 2-chome, Akasaka, Minatoku,
Tokyo, 107-0052
Japan
Tel:03-6435-5255
FAX:03-6435-5256

<Affiliates:>
Kudan Auditing Corporation

Scope of Business:

- Legal Audits: audits under corporation law and the Financial Instruments and Exchange Act, audits for SPC (special purpose company), corporation for public interests, educational foundations, labor unions, trust and credit unions.

- Voluntary Audits: accounting audits for enterprises and groups, audits for IPO preparation, audits related to mergers, transfers of businesses and acquisitions.

- Audit Related Business: Due diligence on M&A, audits for internal control systems and cost accounting systems.

Main office:
Jidosha Kaikan Building, 1st Floor
4-8-13, Kudan Minami Chiyoda-ku,
Tokyo, 102-0074
Japan
Tel: 03-5275-1270
Fax: 03-5275-1272

Yokohama office:
Yokohama Kinko-cho Building, 3rd Floor
6-3, Kinko-cho, Kanagawa-ku
Yokohama-city, Kanagawa 221-0056
Japan
Tel: 045-442-0861
Fax: 045-442-0891

SPC Accounting Service, Ltd.

Main office:
6-3, Kinko-cho, Kanagawa-ku
Yokohama-city, Kanagawa 221-0056
Japan

Scope of Business

- Evaluation, advice and consulting on company’s bookkeeping and financial statements, investments for SPC, and officer outsourcing and cash management business.