英文稿件修改意见书

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法律意见书英文版sample attorney opinion letterdate(name of client)president*** co., ltdcity, state, zip codere：opinion letter re g g arding (na m m e of emplo y y ee, , fict i tious ** ***)dear (na m m e)：after o o ur initial meeting, i reviewed t h h e papers y o o u sent me r egarding t h h e ** **mat t er. as i u n n derstand t h h e situatio n n, ms.** si g g ned a writ t en employm e e nt agreeme n n t with you r company. t he agreeme n n t stated t h h at in the e e vent of te r mination o r resignati o o n from her job as you r sales ass o o ciate, ms.** would n o o t call upo n n or sell g o o ods to any of your cu s s tomers for a period o f one year.you have as k k ed me to a d d vise you a b b out your r i ghts, the c c hance of s u u ccess, the amount of d d amages tha t maybe re c c overable, t he costs i n n volved, an d d my abilit y y to repres e e nt you in t his matter.rights of*** agains t ms. **wh e e n ms. ** s i gned a wri t ten contra c c t with you r company, s s he agreed n n ot to call upon any o f your cust o o mers for a period of o o ne year. t h h is is call e e d a restri c c tive coven a a nt. to enf o o rce your c o o venant aga i nst ms.**,you must b r ing an act i on against her and pr o o ve your ca s s e. you hav e e a choice o o f forums i n n which to b b ring the a c c tion：fede r al distric t court or a a state cou r t. since i t is easier to obtain a a n injuncti o o n (an acti o o n to immed i ately stop her from s e e lling to y o o ur custome r s) in a st a a te court r a a ther than a a federal c o o urt, i wou l d suggest t he state c o o urt.i mus t advise yo u u that inju n n ctions are largely di s s cretionary with the c o o urt, and t h h ere are se v v eral facto r s here tha t might lea d d it not to grant one o o n your beh a a lf. since y y ou waited e e ight month s s before th r eatening t o o sue ms. ***, my guess is that yo u u have abou t a twenty p p ercent (20%%) chance o f obtaining an injunct i on.rights to and amo u u nt of dama g g esyour ch a a nces of ob t aining mon e e y damages a a gainst ms.**are much greater th a a n your cha n n ces for aninjunction. from our d d iscussion a a nd the fac t s and evid e e nce sugges t ed in your papers, it appears th a a t the amou n n t of recov e e rable dama g g es would b e e measured b b y the prof i ts you hav e e lost sinc e e the time m m s. ** bega n n selling c o o mpetitive p p roducts to your custo m m ers.it sh o o uld be und e e rstood tha t if we win our case, h h owever, ms.** may not voluntaril y y pay the j u u dgment. th u u s, it may b b e necessar y y to enforc e e the judgm e e nt by havi n n g a sherif f or marsha l l seize an d d sell asse t s not exem p p t from exe c c ution. how e e ver, if ms. ** does n o o t own asse t s, such as real estat e e, money in bank accou n n ts, stocks,etc., but owns only p p ersonal it e e ms exempt f rom execut i on under t h h e laws of o o ur state, t hen any ju d d gment you o o btain may n n ot be wort h h much.neg a a tives to l a a wsuitbesi d d es the fac t that you m m ay lose a l awsuit aga i nst ms. **or that an y y judgment o o btained ma y y be uncoll e e ctible, th e e re are oth e e r negative factors yo u u should co n n sider befo r e bringing a lawsuit.these incl u u de court c o o sts and at t orney fees. court cos t s are reco v v erable, bu t other cos t s, such as travel, th e e time lost when you a r e called t o o testify (o o r required to help us develop th e e case), an d dattorney f ees, are n o o t recovera b b le.my ser v v icesi am f amiliar wi t h the natu r e of your m m anufacturi n n g business and am qua l ified to r e e present yo u u in this m a a tter if yo u u choose to proceed. m y y fee would be based o n n my normal hourly cha r ge of $250for myself and $150 f o o r associat e e s. trial t i me is bill e e d at $1,0000 per day. t he initial services o f preparing a complain t and servi n n g same wou l d cost app r oximately $$300. prepa r ing a requ e e st for an i njunction a a nd attendi n n g a hearin g g on the in j unction wo u u ld cost ap p p roximately$2,500.it is quite p o o ssible tha t ms. ** wo u u ld not ret a a in her own counsel an d d not answe r the compl a a int. this m m eans that a a default j u u dgment cou l d be taken without th e e necessity of a trial. here atto r ney fees w o o uld probab l y amount t o o no more t h h an $1,000.i require a$1,000 ret a a iner to op e e n a file a n n d commence an action.if you wis h h to procee d d with this matter, i w w ill need t o o know the f ull names a a nd address e e s of your c c ustomers t o o whom ms. *** is prese n n tly sellin g g and the e s s timated sa l esvolume w w hich you h a a ve lost.i f you have a a ny questio n n s, please c c all me.ve r y truly yo u u rs,name o f attorney。

复核意见书英文Review FeedbackDear [Name],Re: Review Feedback for [Project/Proposal/Report], Reference Number: [Reference Number]Thank you for providing me with the opportunity to review [Project/Proposal/Report]. I have carefully evaluated the content and would like to present my feedback and recommendations for further improvement.1. IntroductionThe introduction adequately sets the context for the[Project/Proposal/Report]. It provides a clear overview of the objectives and gives the reader a good understanding of what to expect. However, I suggest adding a brief background section to provide a more comprehensive understanding of the topic.2. MethodologyThe methodology section is well-documented and provides the necessary details for reproducing the study. The choice of research design is appropriate and the sampling technique is justified. However, I noticed that there is room for improvement in the data collection process. Consider expanding on the tools used for data collection and providing more information on the survey population.3. Results and AnalysisThe results section is well-presented, with clear figures and tables that support the findings. However, I recommend further elaboration and analysis of the results. More statistical tests should be conducted to validate the hypotheses. Additionally, it would be beneficial to include a discussion on the limitations of the study. 4. ConclusionThe conclusion summarizes the main findings but lacks depth. I suggest expanding on the implications of the study and how the results can contribute to the field. It would also be helpful to provide recommendations for future research or actions based on the findings.5. Formatting and PresentationThe overall formatting and presentation of the[Project/Proposal/Report] are commendable. The writing is clear, concise, and easily understandable. However, I noticed a few typographical errors and grammatical mistakes that need correction.6. ReferencesThe references provided are relevant and appropriately cited throughout the [Project/Proposal/Report]. However, I recommend following a consistent referencing style to enhance readability and credibility.7. Overall ImpressionOverall, [Project/Proposal/Report] shows great potential and addresses an important research question. However, I recommend making the aforementioned improvements to strengthen the content and enhance the reader's understanding of the topic.Thank you for considering my feedback. I trust that my recommendations will be helpful in improving the quality of the [Project/Proposal/Report]. Should you have any questions or require further clarification, please do not hesitate to reach out.Sincerely,[Your Name][Your Title/Position][Your Contact Information]。

英语作文修改意见
English:
In your essay, I noticed a few areas that could use improvement. Firstly, make sure to use a variety of sentence structures to create a more engaging piece of writing. You have a tendency to use simple sentences, which can make your essay sound repetitive and monotonous. Additionally, focus on providing more specific examples and evidence to support your arguments. This will make your writing more persuasive and convincing. Lastly, pay close attention to grammar and punctuation errors to enhance the overall clarity and coherence of your essay.
中文翻译:
在你的作文中，我注意到了一些需要改进的地方。

首先，确保使用多种句式来制造一个更引人入胜的文章。

你有一种倾向于使用简单句子的习惯，这可能会让你的文章听起来重复乏味。

此外，专注于提供更具体的例子和证据来支持你的论点。

这将使你的写作更具说服力和信服力。

最后，注意语法和标点错误，以增强文章的整体清晰度和连贯性。

意见反馈书范文英语英文回答：Feedback Survey.Thank you for taking the time to provide your feedback on our product/service. Your input is valuable to us and helps us improve our offerings.Please answer the following questions as honestly and thoroughly as possible.What did you like best about our product/service?What did you like least about our product/service?What improvements would you like to see in ourproduct/service?How likely are you to recommend our product/service toothers? (On a scale of 1-10, where 10 is the most likely)。

Any other comments or feedback you would like to share?Your feedback is greatly appreciated. We will use it to continue improving our product/service and provide the best possible experience for our customers.中文回答：反馈调查。

感谢您抽出时间对我们的产品/服务提供反馈。

您的意见对我们非常有价值，有助于我们改进我们的产品/服务。

请尽可能诚实、全面地回答以下问题。

您最喜欢我们产品/服务的哪一点？您最不喜欢我们产品/服务的哪一点？您希望在我们的产品/服务中看到哪些改进？您有多大可能向别人推荐我们的产品/服务？（以 1-10 为等级，其中 10 为最可能）。

英文建议书的格式及范文尊敬的先生/女士：首先，感谢您抽出宝贵的时间阅读我们的建议书。

我们是一家专业的咨询公司，旨在为您提供有关xxx的建议和解决方案。

鉴于您目前面临的情况，我们针对以下几个方面提出了一些建议。

一、背景分析在这一部分，我们将对您目前所处的背景进行分析，包括市场状况、竞争对手分析等。

通过对市场的深入研究，我们希望能够为您提供一些有关xxx的背景信息，以便更好地理解您所面临的挑战和机遇。

二、问题陈述在这一部分，我们将明确阐述您目前所面临的问题，并分析问题的原因。

通过明确问题和原因，我们可以更好地制定相应的解决方案，以帮助您实现预期的目标。

三、解决方案在这一部分，我们将提供一些针对您问题的解决方案。

我们根据市场调研和专业知识，为您提供一些建议以解决您的问题。

请注意，这些解决方案是根据我们的专业观点提出的，具体实施时需要根据实际情况进行调整和优化。

1.解决方案一在这里，我们将详细介绍第一个解决方案。

我们会列出具体步骤和实施计划，以确保您能够清楚地了解我们的建议。

同时，我们也会提供一些支持材料，如市场调研数据、案例分析等，以帮助您更好地理解该方案的有效性。

2.解决方案二同样的，我们将在这里详细介绍第二个解决方案，并提供相应的实施计划。

我们会强调该方案的独特之处，并解释为什么这是一个适合您的解决方案。

四、预期效果在这一部分，我们将讨论每个解决方案的预期效果和潜在风险。

我们会列出一些核心指标来衡量方案的成功，并提供一些可能的风险因素和应对策略。

我们希望您能在此基础上做出明智的决策。

总结：综上所述，我们希望通过提供以上的解决方案，帮助您克服当前面临的问题，实现您的目标。

感谢您的关注和支持，如果您有任何疑问或需要进一步讨论，请随时与我们联系。

我们期待能与您合作，并为您提供最专业的支持和服务。

此致敬礼(公司名称)。

法律意见书英文版Legal Opinion[Your Name][Your Law Firm][Date]Dear [Client's Name],Re: Legal Opinion on [Issue]I have carefully reviewed the facts and circumstances surrounding the issue presented to me, and I provide the following legal opinion: 1. Background[Provide a brief overview of the relevant background information leading to the issue]2. IssueThe issue at hand is whether [State the specific legal issue].3. Applicable Laws[Identify and explain the laws, regulations, and relevant legal principles that are applicable to the issue]4. Analysis[Provide a comprehensive analysis of the legal issue, discussing possible arguments, counter-arguments, and relevant precedents or provisions]5. ConclusionBased on the facts and legal analysis presented, it is my opinion that [State your conclusion on the legal issue].6. RecommendationsIf necessary, it is recommended that [Provide recommendations on how to proceed to resolve the issue, such as litigation, negotiation, or a change in business practices, if applicable]7. LimitationsThis legal opinion is based on the information and documents made available to me at the time of writing. It does not consider any facts or developments that may arise in the future. Therefore, my opinion may change as new information arises.Additionally, this legal opinion is solely for your benefit and guidance. It may not be relied upon by any other party without my express written consent.Please note that this legal opinion does not constitute legal advice and should not be used as a substitute for seeking independent legal counsel. Should you wish to discuss any aspect of this legal opinion further, I am available to provide clarification.Yours sincerely, [Your Name] [Your Law Firm]。

Attn: [Investors]Address：[Date]Re: Legal OpinionDear Sirs,1.We are qualified lawyers of the People’s Republic of China (“PRC”) and arequalified to issue an opinion on the laws and regulations of the PRC (this “Opinion”). For the purpose of this Opinion, PRC does not include the regions of Hong Kong, Macao and Taiwan.(1)We are acting as PRC counsel to [ ] (the “Company”), together with [ ](the“HK Company”), [ ](the “Domestic Company”), and [ ] (the “WFOE”) (collectively as the “Companies”), in connection with the series A private financing under the Series A Preferred Share Purchase Agreement (the “Share Purchase Agreement”) dated as of [Date], among the Companies, [Founder Name], a Chinese citizen with his ID number of [ ], [Founder Name], a Chinese citizen with her ID number of [ ], (collectively as the “Founders”and each a “Founder”);and [Investor A], [Investor B](collectively, the "Investors", and each an "Investor") (each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Share Purchase Agreement.(2)[ ], [ ], [ ] (together, the “Domestic Shareholders”) are the holders of allthe equity interests of the Domestic Company.2.As used herein, (A) “PRC Law” means all applicable laws, regulations, rules,statutes, orders, decrees, notices, circulars, guidelines, judicial interpretations and other legislation of the PRC in effect on the date of this Opinion; (B) “PRC Authorities” means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial body in the PRC; (C) “Approvals”means all approvals, consents, waivers, sanctions, certificates, authorizations, filings, disclosures, registrations, exemptions, permissions, endorsements, annual inspections, qualifications, permits and licenses required by any PRC Authorities pursuant to any PRC Law.In so acting, we have examined the originals or copies of documents provided to us by the Companies including: (i) the Share Purchase Agreement attached hereto as Exhibit A, dated [Date] by and among the Investors, the Founders, and the Companies, (ii) the Shareholders Agreement attached hereto as Exhibit B, dated [Date] in respect of the Company by and among the Investors, the Founders, and the Companies, (iii) all exhibits and schedules attached thereto (collectively referred to as the “Transaction Documents”); (iv) the controlling documents attached thereto as Exhibit C, including the exclusive service agreement, proxy agreement, pledge agreement, share transfer optionagreement to be prepared and executed in accordance with Section [ ] of Share Purchase Agreement (collectively, the “Controlling Documents”); and such other documents, agreements, corporate records, certificates, resolutions, Approvals and other instruments as we have deemed necessary or advisable for the purpose of rendering this Opinion, including, without limitation, original or copies of certificates issued by PRC Authorities and officers of the Companies.3.In examination of the documents and for the purpose of giving this Opinion,we have assumed without further inquiry:(a)the genuineness of all the signatures, seals and chops and the authenticity ofall documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies;(b)the documents as presented to us remain in full force and effect up to the dateof this Opinion and have not been revoked, amended, varied or supplemented;(c)the truthfulness, accuracy and completeness of all factual statements in thedocuments.4.Based on and subject to the foregoing and the qualifications hereof, we are ofthe opinion that:A. Corporate Organization(i)Organization and Valid Existence of the Domestic Company.TheDomestic Company is duly organized and validly existing under PRCLaws with limited liability. The Domestic Company was established on[Date] with its registered office at [Registered Address], and [FounderName] is its legal representative. The business license and articles ofassociation of the Domestic Company are in full force and effect under,and in compliance with the PRC Laws. [ ], [ ], and [ ] arerespectively the registered holders of [ ], [ ], and [ ]of the equityinterest in the Domestic Company. The registered capital of theDomestic Company is RMB [ ]. The registered capital of theDomestic Company has been duly authorized and fully paid up, free andclear of any security interest, mortgage, pledge, lien, charge, restrictionupon voting or transfer, or any other encumbrance, claim or other thirdparty right (an “Encumbrance”). All Approvals in the PRC requiredfor the establishment and the maintenance of the enterprise legal personstatus of the Domestic Company has been duly issued and obtained andall such Approvals are in full force and effect, have not been revoked,withdrawn, suspended or cancelled and are not subject to any materiallyburdensome condition, and the Domestic Company is in full compliancewith the provisions of such Approvals. As of the date hereof, except forthe share pledge and share option created under the Equity PledgeAgreement, Share Transfer Option Agreement and the Proxy Agreementdated [Date]by and among the Domestic Company, the WFOE, theDomestic Shareholders, there are no outstanding or authorizedsubscriptions, options, warrants, calls, rights, commitments, or any otheragreements of any character obligating the Domestic Company to issue(a) any additional equity interest or (b) any securities convertible into, orexchangeable for, or evidencing the right to subscribe for, any equityinterest and the Domestic Company has no obligation (contingent orother) to purchase, redeem or otherwise acquire any of its equitysecurities or any interest therein or to pay any dividend or make anyother distribution in respect thereof.(ii)Articles of Association. The Articles of Association of the Domestic Company and the Articles of Association the WFOE comply with therequirements of PRC Law, including the PRC Company Law, and are infull force and effect.(iii)Organization and Valid Existence of the WFOE. The WFOE has been duly incorporated and validly exists and in good standing as a whollyforeign owned enterprise, with legal person status and limited liabilityunder the PRC Law, and its approval certificate, business license andArticles of Association are in full force and effect under, and incompliance with, the PRC Law. The WFOE was established on [Date]with its registered office at [Address], and [Founder Name] is its legalrepresentative. The registered capital of the WFOE is USD [ ], none ofwhich has been fully paid. The entire equity interest of the WFOE isowned by the HK Company, and such equity interest is free and clear ofany Encumbrance. The WFOE is allowed to pay dividends to the HKCompany as its sole shareholder after withholding all of the taxes, leviesand charges and made statutorily required allocation to funds pursuant tothe PRC Law. The WFOE is allowed to convert the dividends fromRMB into foreign currencies and to remit the dividends to the HKCompany out of the PRC, as approved by relevant PRC Authorities. Asof the date hereof, there are no outstanding or authorized subscriptions,options, warrants, calls, rights, commitments, or any other agreements ofany character obligating the WFOE to issue (a) any additional equityinterest or (b) any securities convertible into, or exchangeable for, orevidencing the right to subscribe for, any equity interest and the WFOEhas no obligation (contingent or other) to purchase, redeem or otherwiseacquire any of its equity securities or any interest therein or to pay anydividend or make any other distribution in respect thereof.(iv)To our best knowledge after due inquiry, neither the Domestic Company nor the WFOE is being or threatened to be dissolved, liquidated, declaredbankrupt or insolvent, nor is it subject to any winding up, dissolution,bankruptcy or liquidation proceedings (commenced or threatened), norhave any shareholder or board resolutions been adopted or any step orother proceeding been taken to dissolve, liquidate, declare bankrupt orinsolvent the Domestic Company or the WFOE.B. Compliance(i) No Violation or Default. Unless otherwise disclosed in the DisclosureSchedule, neither the Domestic Company nor the WFOE is (A) inviolation of its Articles of Association, business or other license or anyother constitutive document; (B) in breach or default, and no event hasoccurred that with the giving of notice or lapse of time would constitutea breach or default, in the due performance or observance of any term,covenant or condition contained in any indenture, mortgage, deed of trust,loan agreement or other agreement or instrument which was madeknown to us in the course of our due diligence with each of the DomesticCompany and the WFOE and to which it is a party or by which it isbound or to which any of its property or assets is subject; or (C) inviolation of any PRC Law or, to the best of our knowledge following dueinquiry, any judgment, order or ruling of any PRC Authority.(ii) Licenses. The Domestic Company and the WFOE have all Approvals from all PRC Authorities required to conduct the business in the PRC ascontemplated in the Transaction Documents (the “Business”). Each ofthe Domestic Company and the WFOE has the full power and authorityand has duly obtained all valid and lawful Approvals necessary for it toown, lease, license, use and operate properties and assets, tangible orintangible, to the extent required by PRC Law. The above Approvals arein full force and effect.The business currently carried out by the Domestic Company and theWFOE and/or contemplated to be carried out by the Domestic Companyand the WFOE pursuant to the Transaction Documents is within thescope of business permitted under its business license.(iii) SAFE Registration.To our best knowledge, each of the Shareholders of the Company who is a PRC domestic resident as defined underCircular 37 (as defined below) has obtained preliminary overseasinvestment foreign exchange registrations in respect of their respectiveownerships in the Founder Entities, the Company and the HK Subsidiaryfor the round-trip investment in the PRC pursuant to the Circular of theState Administration of Foreign Exchange on Relevant Issues concerningForeign Exchange Administration for Domestic Residents to Engage inOverseas Investment or Financing and in Return Investment via SpecialPurpose Vehicles and all applicable laws and regulations promulgated inconnection with the foregoing (“Circular 37”) in connection with theirshareholding in the Company. Each of such Shareholders shall dulyupdate the registration filings with SAFE under Circular 37, if applicable,following the completion of the transaction contemplated in the SharePurchase Agreement.C. Business of the Company(i)No Guarantees. To the best of our knowledge after due inquiry, there areno outstanding guarantees or material contingent payment obligations ofthe Domestic Company and the WFOE in respect of the indebtedness ofa third party. To the best of our knowledge after due inquiry, theDomestic Company and the WFOE are not liable for any third-partyliabilities.(ii)Intellectual Property.The Domestic Company and the WFOE own or otherwise have the legal rights to use the trademarks, service marks,trade names, proprietary technology, copyrights, and other intellectualproperty currently employed by it in connection with the businesscurrently operated by it (the “Intellectual Property”). Neither theDomestic Company nor the WFOE has received any notice ofinfringement of or conflict with asserted rights of others with respect toany of the foregoing which, individually or in the aggregate, would havea material adverse effect on such Domestic Company or the WFOE.(iii)No Legal Proceedings. There are no legal, arbitration or governmental proceedings before any PRC Authorities pending, to the best of ourknowledge and following due inquiry, threatened or contemplatedagainst the Domestic Company or the WFOE involving the properties,assets or business of, the Domestic Company and/or the WFOE, which,if determined adversely to the Domestic Company or the WFOE, would,individually or in the aggregate, has a material adverse effect on theBusiness, assets, or equity interest in the Domestic Company or theWFOE.(iv)Title to Assets. Each of the Domestic Company and the WFOE has good and valid title to the assets owned by it, free from any liens, mortgages,charges, encumbrances or other third party rights. The DomesticCompany has terminated its Lease Agreement in relation to its currentRegistered Office. The Domestic Company will sign a new LeaseAgreement after it determines a new office within three months uponClosing, and then change its Registered Office with the localAdministration of Industry and Commerce accordingly. The WFOEhas valid and enforceable leasehold interest in the real properties rentedby the WFOE, such leasehold interest is free from liens and is fullyprotected by the terms of the relevant lease agreements, except for thosethat would not materially interfere with the use made and proposed to bemade of such properties by the WFOE.D. Controlling DocumentsNo Violation or Default.None of the Controlling Documents (A)violates the respective Articles of Association, business license or anyother constitutive document of the Domestic Company or the WFOE;or (B) violates any PRC Law or, any judgment, order or ruling of anyPRC Authority; and (2) upon the execution thereof, all of theControlling Documents will be valid and binding obligations on theDomestic Company and the WFOE, enforceable in accordance withtheir respective terms and conditions under PRC Laws and the datingof the Controlling Documents after the date hereof will not effect thatvalid and binding nature of such obligations.E. Transaction Documents(i)The Transaction Documents and any and all documents and instrumentsthereunder including the documents to be delivered at Closing by each of the Domestic Company and the WFOE have been duly executed and delivered and constitute lawful, valid and binding obligations of each of the Domestic Company and the WFOE, enforceable in accordance with their respective terms and conditions under PRC Laws. All necessary corporate actions to authorize the execution, delivery and performance of the Transaction Documents and the Controlling Documents have been duly taken in accordance with the PRC Laws as well as the Articles of Association of each of the Domestic Company and the WFOE.(ii)Each of the Domestic Company and the WFOE has the corporate power, authority and legal right to enter into, execute, deliver and perform its obligations under each of the Transaction Documents and the Controlling Documents; each of the Transaction Documents to which the Domestic Company or the WFOE is a party constitutes a valid and enforceable legal binding obligation on the Domestic Company or the WFOE, as the case may be; each of the Controlling Documents to which the Domestic Company or the WFOE is a party, upon the execution thereof, will constitute a valid and enforceable legal binding obligation on the Domestic Company or the WFOE, as the case may be.(iii)Each Founder has executed each of the Transaction Documents to which he or she is a party; each of the Transaction Documents to which he or she is a party constitutes a valid and enforceable legal binding obligation of such party. Each Founder will execute each of the Controlling Documents to which he or she is a party; each of the Controlling Documents to which he or she is a party, upon the execution thereof, will constitute a valid and enforceable legal binding obligation of such party. (iv)The execution and performance of the Transaction Documents and the Controlling Documents by the parties thereto are (1) valid and enforceable and do not and will not (i) result in any violation of the provisions of the Articles of Association, business license or Approvals of the Domestic Company or the WFOE, or (ii) result in any violation of any PRC Laws; and (2) are valid and binding obligations on the parties thereto, enforceable in accordance with their respective terms and conditions under PRC Laws.(v)The execution and performance by each Founder of his respective obligations under each of the Transaction Documents and the Controlling Documents to which he is a party and the consummation by such Founder of the transactions contemplated therein does and will not:(i) result in any violation of the provisions of the Articles of Association,business license or Approvals of the Domestic Company or the WFOE;(ii) result in any violation of any PRC Laws.(vi)No filings in respect of the Transaction Documents with any PRC Authorities are required under the PRC Laws to ensure the legality, validity, enforceability of the Transaction Documents in the PRC.(vii)Neither the Domestic Company nor the WFOE is entitled to any immunity from any legal proceedings or other legal process or fromenforcement, execution or attachment in respect of their obligations inthe transactions contemplated under any of the Transaction Documentsand the Controlling Documents.(viii)No governmental Approval is required for the execution or the performance by the Founders, the Domestic Company or the WFOE oftheir obligations under the transactions contemplated by the TransactionDocuments and the Controlling Documents.(ix)The choice of the State of New York law as the governing law of the Transaction Documents is a valid choice of law provision and would berecognized and given effect to in any action brought before a court ofcompetent jurisdiction in the PRC. The submission by the parties to theTransaction Documents to arbitration at the Hong Kong InternationalArbitration Centre in according with the UNCITRAL Arbitration Rules(the “UNCITRAL Rules”) does not contravene any laws or regulationsof the PRC, and is valid and binding upon the WFOE, the DomesticCompany and the Founders. The courts of the PRC would recognize andenforce a final and conclusive arbitral award obtained in accordancewith the Transaction Documents against the WFOE, the DomesticCompany and the Founders if such award conforms to the requirementsfor arbitral awards to be recognized and enforced as set forth in theArrangement on Mutual Recognition of Arbitration Awards betweenMainland and Hong Kong Special Administrative Region (最高人民法院关于内地与香港特别行政区相互执行仲裁裁决的安排) issued bythe Supreme Court of PRC.(x)No stamp duty or other taxes or official withholdings, fees, or other charges are payable in the PRC in connection with the execution,delivery or enforcement of the Transactions Documents.5. This Opinion is subject to the following qualifications:(i)This Opinion is subject to (A) applicable bankruptcy, insolvency,fraudulent transfer, reorganization, moratorium or similar laws in thePRC affecting creditors’ rights generally, (B) possible judicial oradministrative actions or any PRC Law affecting creditors’ rights and (C)certain equitable, legal or statutory principles in the PRC affecting theenforceability of contractual rights generally under concepts of publicinterest, interests of the State, national security, reasonableness, goodfaith and fair dealing, and applicable statutes of limitation.(ii)This Opinion relates only to PRC Law and we express no opinion as to any laws other than PRC Laws.PRC Law as used in this Opinion refers to PRC Law currently in force asof the date of this Opinion and there is no guarantee that any of suchPRC Law will not be changed, amended or revoked in the immediatefuture or in the longer term with or without retroactive effect.This Opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.This Opinion is solely for the benefit of the persons to whom they are addressed. It may not be relied upon by anyone else or used for any other purpose, in each instance, without our prior written consent. In addition, without our prior written consent, this Opinion shall not be disclosed to any third parties who are not directly involved in the Transaction.Yours sincerely,[Lawyer Name][Firm Name]SHARE PURCHASE AGREEMENTSHAREHOLDERS AGREEMENTExhibit C CONTROLLING DOCUMENTS。

英文版意见书Opinion LetterDear [Recipient's Name],I am writing to express my opinion on [topic/issue] and to provide some suggestions for improvement. I believe that addressing these concerns will lead to a more positive and effective outcome.Firstly, I would like to discuss the issue of [topic]. In my opinion, this is a crucial issue that needs urgent attention. It has come to my attention that [describe the problem]. This is causing significant inconvenience and frustration for many individuals, and it needs to be resolved as soon as possible.One suggestion I would like to propose to address this issue is to [provide a solution]. This solution has been successfully implemented in similar situations, and it has proven to be effective. By adopting this approach, we can alleviate the problem and improve the overall experience for everyone involved.Another area I would like to draw attention to is [topic/issue]. It has become evident that there are several concerns that need to be addressed in order to improve the current situation. One suggestion I have is to [provide a suggestion]. This would help to overcome the challenges we are facing and enable us to move forward more effectively.Furthermore, I have noticed a lack of communication and collaboration between different departments or teams. This isimpacting our ability to work efficiently and achieve our goals. I believe that fostering a culture of open communication and collaboration is essential. Encouraging regular meetings, brainstorming sessions, and team-building activities can help break down barriers and create a more productive work environment.Additionally, I would like to highlight the importance of continuous learning and development. It is crucial for individuals to have access to workshops, training sessions, and resources that can enhance their skills and knowledge. This will not only benefit them personally but also contribute to the growth and success of the organization as a whole.Lastly, I would like to commend the efforts that have already been made in addressing these issues. However, I believe that there is still room for improvement, and I hope that my suggestions will be taken into consideration. I am confident that by implementing these changes, we can overcome the challenges we currently face and achieve even greater success in the future.Thank you for considering my opinions and suggestions. I am optimistic that together we can make a positive difference.Yours sincerely,[Your Name]。

档案审查意见书英文File Review Opinion Letter[Your Name][Your Title/Position][Organization Name][Address][City, State, ZIP Code][Email Address][Phone Number][Date][Recipient's Name][Recipient's Title/Position][Recipient's Organization Name][Address][City, State, ZIP Code]Dear [Recipient's Name],Subject: File Review Opinion LetterI hope this letter finds you well. I am writing to provide you with the findings of my recent file review. As requested, I have carefully examined the documents and records pertaining to [subject matter], and I am pleased to offer my opinion based on the information presented.Firstly, I would like to commend the thoroughness and organization of the files provided. The documents were well-maintained and clearly labeled, making the review process efficient and effective. I appreciate the effort put into ensuring that all relevant records were included.Based on my review of the files, I can confidently state that the organization has demonstrated compliance with all applicable regulations and guidelines. The [subject matter] of the files was handled in a meticulous manner, and all necessary documentation and approvals were obtained in accordance with established procedures.Furthermore, I would like to acknowledge the meticulous record-keeping exhibited throughout the files. Each document was properly signed, dated, and authorized, ensuring a clear audit trail. This level of attention to detail is commendable and enhances the overall credibility of the files.Additionally, I would like to bring to your attention a few minor suggestions to further improve the file management process. While there were no major issues identified, I believe implementing the following recommendations will strengthen your already robust document management system:1. Consider implementing a digital archiving system to facilitate easier access to files and reduce the physical storage space required.2. Enhance document tracking by utilizing a unique identification system for each file, which will aid in tracking movements and preventing misplacement.3. Develop a regular audit schedule to ensure ongoing compliance with regulations and guidelines, thereby promoting continuous improvement and minimizing potential risks.In conclusion, based on my review, I am confident in stating that the files examined exhibit exemplary compliance with all applicable regulations and guidelines. The organization's commitment to maintaining accurate and complete records is commendable.Please do not hesitate to reach out to me if you have any questions or require further clarification on any of the points mentioned in this letter. I appreciate the opportunity to conduct this review and offer my expertise.Thank you for your attention to this matter, and I look forward to continuing our professional relationship.Yours sincerely,[Your Name][Your Title/Position][Organization Name]。