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1、【】律师事务所2007 年 12 月Dec 20, 200【】Overseas Due Diligence Final Report美国【】产业集团【】 Industries Corporation美国【】机床(武汉)有限公司【】 Machine Works (Wuhan) Prepared for Wuhan Industrial【】 Group Co., Ltd. 【】 LLP and its affiliated businesses have offices in: Alicante Amsterdam Beijing Brussels Chicago Dubai Dusseldorf
2、 Frankfurt Hamburg Ho Chi Minh City Hong Kong London Madrid Milan Moscow Munich New York Paris Prague Rome Shanghai Singapore Tokyo Warsaw Associated offices: Budapest ZagrebTABLE OF CONTENT1. INSTRUCTIONS 12. STATEMENT 13. BRIEF SUMMARY 14. BACKGROUND FACTS 25. INVESTIGATION FINDINGS 35.1 Company B
3、ackground of B 35.2 Company Background of C 35.3 Relationship between B and C 45.4 Chou 45.5 Company Background of S 45.6 Company Background of F 45.7 Authenticity of the Notarized and Certified supporting letter from F 55.8 Authenticity of the Notarized and Certified supporting letter from SC 55.9
4、Payment and Performance of the F Three-party Contract 65.10 The Payment and Performance of the SC Three-party Contract 76. CONCLUSIONS 7- 11. INSTRUCTIONSAs per the instructions of Client Group Co., Ltd. (You), Law Firm (We) has conducted overseas investigation (Investigation) in the United States a
5、nd Germany respectively regarding the execution and performance of two agreements set out in 1 (b) hereinafter. The matters of Investigation include the following:(a) The corporate information of the following companies in the United States and Germany:(i) Investigation Target 1 (“B”);(ii) Investiga
6、tion Target 2 (“C”);(iii) Investigation Target 3 SC Company (“SC”);(iv) Investigation Target 4 (“F”);(v) The relationship between B and C.(b) Whether the following parties signed two three-party contracts. If so, whether the consideration was paid and the remaining obligations under the contracts ha
7、ve been fulfilled:(i) WFOE Machine Tool Co., Ltd. (“WFOE”) and SC (“SC Three-party Contract”) and(ii) C, WFOE and F (“F Three-party Contract”)2. STATEMENT2.1 The contents of the Investigation can be divided into: (a) company registry searches; and (b) source enquiries of the execution and performanc
8、e of relevant contracts.2.2 After receiving the Your instructions in the middle of October 2007, we entrusted (a) Investigation Co. to conduct investigation and (b) Agent Limited (AGENT) to conduct Source Inquiries. 2.3 This final report is formulated based on the information supplied by you and the
9、 independent investigation results made by Investigation Co. and AGENT. For detailed results and information, please see the English report and its Chinese translation of Investigation Co. (Annexes 1 and 2), and the two English investigation reports of AGENT (Annexes 3 and 4). 3. BRIEF SUMMERY 3.1 W
10、e obtained registry records of the companies set out in Paragraph 1 (a) above. For details, please see 5.1 - 5.6 hereinafter. 3.2 Investigation Co. report and the registry records it obtained indicate that the most obvious connection between B and C is Chou, who holds posts as senior manager, direct
11、or and registered agent of both companies. For details, please see 5.3 hereinafter. 3.3 The general manager of F confirmed the existence of the F Three-party Contract, that the stipulations under the Contract are thoroughly understood, and that the Contract was fulfilled. For details, please see 5.9
12、 hereinafter. - 2 -Tech license Tech LicensePayment Payment OverseasChina3.4 Bradley Lawton, the president of SC did not directly answer any inquiries related to the execution and performance of the SC Three-party Contract. However, the documents he provided afterwards show that SC had signed a cont
13、ract with WFOE. According to the SC Three-party Contract, the transferred technology has a value of US $2,200,000. For details, please see 5.10 hereinafter.4. BACKGROUND FACTS4.1 According to the relevant materials You provided, We have outlined the relationship among the parties under investigation
14、 in the following chart:4.2 With regard to the F Three-party Contract, You provided Us with a certificate that was issued on 20 August 2007 along with relevant documents notarized and certified in Germany. The supporting letter shows that the General Manager of F has once before acknowledged the tec
15、hnology transfer valued at 1,250,000 and the pledge received from C; he also stated that F was thus far satisfied with the performance of the contract. 4.3 However, at the same time You offered Us an email dated 4 August 2007 between Zhang Shaohua and Ingemar Steinrck, in which Ingemar Steinrck expr
16、essed that: (a) F did not received any technology transfer fees or royalties from WFOE;(b) F has only entered into an agreement between itself and WFOE and has not entered into any Three-party Contract. 4.4 With regards to the SC Three-party Contract, You provided Us with a supporting letter issued on 16 August 2007 and relevant notarization and legalization documents issued in the United States. The supporti
