1、Legal Due Diligence Report CO., LTDProposed RTO and Financing on OvertheCounterBulletinBoardLegal Due Diligence Report To: , Province, From: Date: , 2007Re: Legal Due Diligence Report of XX LtdDear SirsWe have been instructed as solicitors to (the “Company”).We present our legal due diligence report
2、 on the Company in connection with the proposed RTO of the Companys offshore holding company with an OTCBB shell company and financing (the “Project”).This Legal Due Diligence Report (this “Report”) is presented on the following bases:1. The information contained in this Report is primarily based on
3、:(i) information and documentation supplied by the Company in response to the information sought in the due diligence questionnaire and our further requests for supplemental information and documentation;(ii) discussions with the directors, management and staff of the Company;(iii) a search of the p
4、ublic records of the Company available for inspection at relevant PRC authorities in charge of administration for industry and commerce; 2. In reviewing the documentation supplied to, or obtained by, us we have assumed that:(i) all copies made from original documents are true and complete and that s
5、uch original documents are authentic and complete;(ii) all documents supplied to, or obtained by, us as originals are authentic and complete;(iii) all signatures appearing on documents supplied to, or obtained by, us as originals or copies of originals are genuine;(iv) the Company has the requisite
6、corporate power to enter into all contractual arrangements to which it is a party and to perform its obligations thereunder;(v) all contractual documents have been duly authorised, executed and delivered by the parties thereto and constitute legally enforceable obligations of the parties under the l
7、aws of relevant jurisdictions;(vi) the Company has not passed a voluntary winding up resolution and that no petition has been presented to or order made by any court for the winding up or administration of the Company and that no receiver has been appointed in relation to the Company or any of its a
8、ssets or revenue;(vii) the Company has drawn to our attention all matters relevant to our information requests.3. This Report is subject to the following qualifications:(i) we have not attempted independently to verify the authenticity and completeness of any original documents by contacting third p
9、arties;(ii) this Report does not of itself constitute a verification exercise;(iii) we are qualified to practice law only in the Peoples Republic of China and we express no opinion as to any other laws;(iv) we have not investigated and have not attempted to comment on the commercial, financial ,tech
10、nical or accounting implications of documents which have been supplied to, or obtained by, us or make any assessment of the current financial condition of the Company;(v) we have not investigated and make no comment on the adequacy of the Companys insurance cover;(vi) this Report is by its nature a
11、factual analysis and a legal review of the information supplied to us and should not be regarded as, or relied upon as being, a comprehensive or formal legal opinion concerning any matter referred to in it;(vii) we accept no responsibility whatsoever to update this Report for events or circumstances
12、 occurring after the date of this Report and cannot accept responsibility for information supplied to us by, or obtained by us from, third parties which may have become out of date at the date of this Report;(viii) this Report is not to be construed as advice on whether or not to proceed with the Pr
13、oject. Instead, regard should be had to a variety of other factors, commercial, financial, technical, accounting and otherwise, which come or should come, to the notice of the addressees of this Report by means other than legal due diligence;(ix) there can be no assurance that the information suppli
14、ed to, or obtained by, us is complete or accurate in all respects or that there is no material information in relation to the Company of which we have not been made aware.The addressees of this Report should be aware that circumstances such as laws which are applicable in an insolvency, receivership
15、, administration or creditors rights generally may affect the enforceability, performance or validity of agreements summarised in this Report.This Report makes fair disclosure of the legal matters which are referred to in it. However, we accept no responsibility whatsoever for any inaccuracy or inco
16、mpleteness in this Report to the extent that any inaccuracy or incompleteness of the information and/or documentation on which we report would not be apparent from a careful and thorough appraisal of such information and documentation as it has been supplied to, or obtained by, us and reviewed and after appropriate enquiry arising therefrom.This Report is limit
