After you completed your SAICA articles and obtained your CA qualification, you decided to specialise in taxation. You recently took up a job at a tax consulting firm. Two of your clients are Best-of-Africa (Pty) Ltd and Techno Ltd. You have been asked for your assistance with the matters below: Matter 1 Best-of-Africa (Pty) Ltd transferred its entire shareholding in Trails (Pty) Ltd to Groupon Deals LLC on 1 June 2022 for no consideration. On 1 June 2022 the market value of a share in Trails (Pty) Ltd amounted to R60 per share. The transfer of the shareholding was part of a corporate restructuring initiative. Groupon Deals LLC is an American resident company that holds a shareholding of 18% in Best-of-Africa (Pty) Ltd. Best-ofAfrica (Pty) Ltd acquired an interest of 3500 shares in Trails (Pty) Ltd (a resident company) at a cost of R85 per share on 1 March 2020. This represents a 5% interest in the issued share capital of Trails (Pty) Ltd. No declaration required by section 64F has been submitted. The double taxation agreement between South Africa and the United States of America allows for a 10% withholding tax rate in respect of dividends. Matter 2 Techno Ltd, a company that trades solely in South Africa, has a year of assessment that ends on the last day of February each year. The company's policy is to declare an interim dividend on 31 August each year and a final dividend on the last day of February each year. During the 2023 year of assessment, Techno Ltd made the following distributions to the company's holders of shares: On 31 August 2022 Techno Ltd paid a special dividend of R200 000 to Vula (Pty) Ltd, a resident company that owns 71% of the issued shares of Techno Ltd. Vula (Pty) Ltd did not submit any declarations or undertakings in respect of dividends tax to Techno Ltd. On 28 February 2023 Techno Ltd also made the following distributions: - R10 000 paid to Mr. Ping, a 4\% holder of shares, who is a resident in China. The double taxation agreement between South Africa and China states that South Africa may tax dividends paid to Chinese residents at a rate of 5%. Mr. Ping submitted a declaration to Techno Ltd stating that he qualifies for the reduced withholding tax rate. Mr Ping also submitted the relevant undertakings to inform Techno Ltd should it cease to be the beneficial owner of the dividends. - R30 000 paid to PowerUp Ltd, a South African resident company that holds 19% of the shares of Techno Ltd. PowerUp Ltd submitted the required declarations and undertakings in respect of dividends tax to Techno Ltd. - 1000 capitalisation shares issued to Mr. Malema, who holds the remaining shares in Techno Ltd. REQUIRED: 1.1 With reference to Matter 1, discuss if the transfer of shares constitutes a 'dividend in specie', calculate the dividend tax implications and state who is liable to pay the dividend tax if applicable. Support your answer with references to the Income Tax Act. (15 marks) 1.2 With reference to Matter 2: 1.2.1 Discuss, with reference to the relevant sections of the Income Tax Act, the dividend tax liability, if any, in respect of each of Techno Ltd's distributions during the 2023 year of assessment. (10 marks) 1.2.2 State by when Techno Ltd will be liable to pay over the dividends tax to SARS