Rosemary Noreen C Alicbusan

From: Fatma Aleah A Datukon on behalf of Salvador R Rey

Hi Chester,

We hope this email finds you well.

This is in reply to your query on the requirements for the change in accounting period.

We understand that the Management is contemplating to change the accounting period of Emerson Network Power
Philippines, Inc. (“the Company”) from fiscal year (i.e., ending September 30) to calendar year (i.e., ending
December 31). As represented, the Company has been notified by the BIR as a Large Taxpayer.

In this regard, you would like to know the necessary BIR requirements for the change in accounting period, the
notification period of such change to the SEC and the BIR, and the timeline in processing the said application.

We reply as follows:

BIR Requirements

The Company must accomplish the following documentary requirements for submission to the BIR (RMC No. 37-16
and RR No. 3-11):

1. Letter request addressed to Revenue District Officer or appropriate Large Taxpayers Office having jurisdiction
over the place of business of the taxpayer, indicating the following:

a. Original accounting period and the proposed new accounting period; and
b. Reasons for desiring the change to accounting period.

2. Duly filled-up BIR Form No. 1905;

3. Certified True Copy of the SEC approved Amended By-laws showing the change in accounting period;

4. Sworn certification of "non-forum shopping" stating that such request has not been filed or previously acted
upon by the BIR National Office, signed by the taxpayer or duly authorized representative; and

5. A sworn undertaking by the responsible officer of the taxpayer to file a separate final/adjustment return for
the period between the close of the original accounting period and the date designated as the close of the
new accounting period on or before the 15th day of the 4th month following the end of the period
covered by the final/adjustment return. The undertaking should include a clause stating that the failure to
comply with such undertaking will result to invalidation of the approval of the change in accounting period, and
will subject the taxpayer to criminal offense for failure to file return, supply correct and accurate information
punishable under Section 255 of the Tax Code, as amended. (Please see Annex A of the attached)

The above request for approval for the change in accounting period should be filed with the BIR at any time not less
than sixty (60) days prior to the beginning of the proposed new accounting period (i.e., on or before November
2, 2017 in the case of the Company for the proposed accounting period beginning January 1, 2018).

We have attached a copy of the Regulations and its relevant annexes for your reference.

The Certificate granting the Change in Accounting Period must be released by the Large Taxpayers Service within 30
working days from the date of receipt of the complete documentary requirements.

Further, applying the statement in no. 5 above, the Company is required to file a short period income tax return (ITR)
covering the period between the close of the original accounting period (i.e., September 30) and the date designated
as the close of the new accounting period (i.e., December 31). Thus, in the case of the Company, a short period return
should be filed for the period covering October 1 to December 31, 2017 on or before the 15th day of the fourth
month following the end of the period covered by the ITR (i.e., April 15, 2018).

Per our informal inquiry with the BIR and as per Mr. Romeo Merano (OIC Section Chief, Taxpayers Service
Information, LT Assistance Division), the attachments to the short period ITR, including Audited Financial
Statements (AFS) covering the same period as the short period return, shall be due for filing with the BIR within 15
days from the deadline of filing the ITR (i.e., April 30, 2018).

Notwithstanding the above requirement to submit a short period ITR and FS, the Company is still required to file an
ITR for the fiscal year ending September 30, 2017 on or before January 15, 2018 and the related attachments (e.g.,
AFS for the FY ending September 30, 2017) on or before January 30, 2018.

SEC Requirements

In order to obtain the SEC approval of the Amended By-Laws which is one of the documentary requirements by the
BIR for the change in accounting period, the following basic documentary requirements should be submitted to the
SEC (subject to request of additional documents by the SEC upon evaluation of the application):

1. Amended By-Laws;
2. Directors’ or Trustees’ Certificate notarized and signed by majority of the directors or trustees and the
corporate secretary, certifying the following:
(i) the amendment of the By-laws, indicating the amended provisions;
(ii) the vote of the directors or trustees and stockholders or members;
(iii) the date and place of the stockholders’ or members’ meeting; and
(iv) the tax identification number of the signatories which shall be placed below their names.

3. Notarized Secretary’s Certificate on no pending case of intra-corporate dispute; and

Moreover, per inquiry with Ms. Liz de Guzman (Supervising SEC Accountant), the SEC needs at least 3 weeks to
process the amendment of by-laws. In this regard, we suggest that the Company begin the application with the
SEC at the earliest possible opportunity in order to ensure that the Company meets the November 2, 2017 deadline
for filing of request of approval of change in accounting period with the BIR.

We can assist you in the filing of the application for change in accounting period. Please let us know so we can submit
a separate proposal for this purpose.

We hope this meets your requirements. Should you have further concerns, please let us know.

Thank you.

Dodoy
--
Salvador R Rey III | Director | Global Compliance and Reporting
SyCip Gorres Velayo and Co.
Office: 651-4714 | [email protected]

In providing our comments in this communication, we have relied upon our understanding of current Philippine tax laws, regulations, rules, and issuances of
the relevant tax authorities as of this date. Should these laws, regulations, rules, and issuances change, some of the issues/conclusions discussed in this
communication may change as well. We will not be responsible for updating the information herein, unless we are specifically requested to do so.

This communication is solely for your needs and is not to be relied upon by any other person or entity (other than the tax authorities). Hence, if you wish to
disclose copies of this communication to any other person or entity, you must inform them that they may not rely upon our work for any purpose without our
written consent.

Any U.S. tax advice contained in the body of the e-mail was not intended or written to be used, and cannot be used, by the recipient for the purpose of
avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax law provisions.

From: [email protected] <[email protected]>

Our Management is contemplating on a change in calendar year to 31 December (currently 30 Sept). Appreciate if
you can inform us on the requirements for the BIR.

Also, are we required to prepare a 15 month FS and tax return or a “12 month + 3 month” FS and tax return?

Lastly, what is the notification period with the SEC and BIR for change in calendar year and how long do they
normally process.

Thanks and regards,

Chester Lew B. Ilagan

VERTIV | 29/F Orient Square Bldg., F. Ortigas Jr. Road Ortigas Center, Pasig City 1605 Philippines
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