Attached files
| file | filename |
|---|---|
| S-1/A - GC China Turbine Corp. | v187602_s1a.htm |
| EX-9.4 - GC China Turbine Corp. | v187602_ex9-4.htm |
| EX-23.3 - GC China Turbine Corp. | v187602_ex23-3.htm |
| EX-23.1 - GC China Turbine Corp. | v187602_ex23-1.htm |
| EX-10.21 - GC China Turbine Corp. | v187602_ex10-21.htm |
| EX-10.23 - GC China Turbine Corp. | v187602_ex10-23.htm |
| EX-10.22 - GC China Turbine Corp. | v187602_ex10-22.htm |
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环 球 律 师 事 务 所
GLOBAL
LAW OFFICE
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15th
Floor, Tower 1, China Central Place
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No.81
Jianguo Road, Beijing, China 100025
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Telephone:
(8610)6584-6688 Fax: (8610)6584-6666
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www.globallawoffice.com.cn
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To: Wuhan
Guoce Nordic New Energy Co., Ltd.
From: Global
Law Office
Date: 30
September 2009
Legal Opinion
Dear
Sirs:
We,
Global Law Office, have been instructed as the legal counsel as to the laws of
the People’s Republic of China (the “PRC”) to Wuhan Guoce Nordic
New Energy Co., Ltd (Chinese name “武汉国测诺德新能源有限公司”, and
hereinafter referred to as “Guoce Nordic”) for the
proposed Financing (as defined below) of the US Pubco (as hereinafter defined)
and its affiliated companies, including Guoce Nordic (the “Transaction”).
At the
date of this Opinion:
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(1)
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Xu
Hong Bing, a Canadian passport holder, is the sole shareholder of Golden
Wind Holdings Limited, a company organized under the laws of the British
Virgin Islands (the “BVI
Company”)
which is the controlling shareholder of Nordic Turbines, Inc. (the
“US Pubco”), whose common stock
is quoted on the Over-the-counter Bulletin Board; this ownership is as a
result of the Reorganization as defined
below.
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(2)
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The
US Pubco is the owner of all of the issued and outstanding capital stock
of Luckcharm Holdings Limited, a Hong Kong corporation (the “Hong Kong Holdco”); this
ownership is as a result of a reorganization (the “Reorganization”) whereby
Golden Wind Holdings Limited, the original sole shareholder of the Hong
Kong Holdco exchanged its shares of Hong Kong Holdco stock for shares of
common stock of the US Pubco in accordance with the share exchange
agreement by and among the US Pubco, the
certain stockholder of US Pubco and Golden Wind Holdings Limited,
Hong Kong Holdco, Guoce Nordic, as of September 30, 2009 (the “Share Exchange
Agreement”).
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(3)
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Hong
Kong Holdco owns 100% of Wuhan Guoce Nordic New Energy Co., Ltd, a
wholly-owned foreign enterprise incorporated in accordance with PRC
laws.
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第 1 页 共 6 页
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4)
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It
is contemplated that US Pubco will consummate a private placement
(referred to herein as the “Financing”) for purpose
that it can satisfy the working capital and other capital needs of Guoce
Nordic, which is the main operation
company.
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We issue
this legal opinion (the “Opinion”) on Guoce Nordic in
connection with the Transaction.
We issue
this legal opinion (the “Opinion”) on Guoce Nordic in
connection with the Transaction. The information in this Opinion is relied upon
documents or copy of documents provided by Guoce Nordic in response to our
questionnaire, or our reasonable discussions with the management of t Guoce
Nordic. We have assumed that (i) all copies made from original documents are
true and complete and such original documents are authentic and complete; (2)
all the electronic documents provided by Guoce Nordic are true and complete; (3)
the information obtained by us from our discussions with the management of Guoce
Nordic is true and complete.
We are
lawyers qualified in the PRC and are qualified to issue opinions on the laws of
the PRC. In rendering this Opinion, we have examined originals or copies of
those corporate and other records and documents we considered appropriate. The
PRC laws mentioned herein shall include the published laws formulated by the
National People’s Congress of the PRC and its Standing Committee, the
regulations stipulated by the State Council of the PRC, the administrative rules
and other documents with normative effects promulgated by the departments under
the State Council of the PRC, and the relevant local regulations and
administrative rules. We do not render opinions with respect to the laws of any
other jurisdiction.
On the
basis of the examination relevant documents, our reliance upon the assumption in
this Opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this Opinion, we
issue our legal opinion as follows:
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1.
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Major
Corporate information of Guoce
Nordic
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Wuhan
Guoce Nordic New Energy CO., Ltd.
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Registration
Number
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420100000047704
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Date
of Incorporation
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21
August, 2006
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Legal
Form
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Limited
Liability Company ( Soly Owned by Legal Person of Hong Kong, Macao or
Taiwan )
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Current
Registered Office
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No.
18 of Huaguang Avenue, Guandong Science and Technology Industrial Park,
East Lake Development District, Wuhan City, Hubei
Province
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第 2 页 共 6 页
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Business
Scope
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Production,
installment, debugging and technology service of complete appliance,
components of wind turbines; technology development, transfer, advisory
service, design and construction of wind turbine generator projects;
construction and operation of wind turbine farm; sale of self-made
products. (except projects specifically regulated by the PRC which needs
approval)
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Legal
Representative
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Mr.
Hou Tie Xin
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Registered
Capital
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20,000,000
US Dollar
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Paid-up
Capital
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11,000,000
US Dollar
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Shareholder
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Luckcharm
Holdings Limited
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To our
best of knowledge, the major corporation information hereto is true at the date
of this Opinion.
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2.
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Legal
Opinions
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Part
One Guoce Nordic
We are of
the opinion that Guoce Nordic has been duly incorporated as a limited liability
company which validly exists and remains in good standing under the laws of the
PRC. Its registered capital has been fully paid up. Its articles of association
and business license are in compliance with the requirements of applicable PRC
laws and regulations and are in full force and effect. To the best of our
knowledge, there is no charge, lien, encumbrance, pledge or any other security
interest, option or any other third party right or interest, the exercise of
which may lead to the change of ownership or the amount of the registered
capital of Guoce Nordic.
Guoce
Nordic has legally obtained all the governmental approvals, consents,
registrations, certificates and filings (the “Approvals”) which are required
under the PRC law in connection with (a) the establishment and valid existence
of Guoce Nordic, (b) carrying out business as stated in its business license,
and (c) the valid ownership held by its shareholder over the equity interest in
Guoce Nordic, except for any of those Approvals, the absence of which would not
have a material adverse effect on Guoce Nordic and its affiliates. All such
governmental approvals, consents, registrations, certificates and filings are
valid and in full force. We are not aware of any issue which may make
any such governmental approvals, consents, registrations, certificates and
filings become void, or be revoked or cancelled.
Guoce
Nordic has completed foreign exchange registration (the “SAFE Registration”) at Hubei
Province Branch of State Administration of Foreign Exchange. Upon completion of
the SAFE Registration, Guoce Nordic has opened its foreign currency capital
account and legally obtained a SAFE registration certificate. The SAFE
registration certificate held by Guoce Nordic is valid and can be used to
legally remit funds out of the PRC and can be used to receive the capital
investment from Hong Kong Holdco. We are not aware of any issue which may affect
the validity of such SAFE certificate.
第 3 页 共 6 页
As the
wholly owned subsidiary of Hong Kong Holdco, Guoce Nordic might declare
dividends and distribute them to its shareholder the Hong Kong Holdco. We are of
the opinion that according to the Wholly Foreign Owner Enterprise Law of the
PRC, Guoce Nordic after paying all relevant taxes under PRC taxation laws and
regulations, may transfer the declared dividends to Hong Kong Holdco, provided
that Guoce Nordic shall, according to the “Arrangement between the Mainland of
China and the Hong Kong Special Administrative Region for the Avoidance of
Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on
Income”, withhold 5% of the withholding tax and pay the rest of the
dividends to the Hong Kong Holdco. We have not seen any other legal obstacle for
the remittance of the after-tax profit by Guoce Nordic to the Hong Kong
Holdco.
Part
Two Merger
and Acquisition of Guoce
Nordic by the
Hong Kong Holdco
The
merger and acquisition of Guoce Nordic by Hong Kong Holdco (the “M&A”) has been duly
approved by Wuhan Commerce Bureau as of August 5, 2009 and has been duly
registered with Wuhan Administration of Industry and Commerce as of August 10,
2009. Hong Kong Holdco has paid off all the consideration for acquisition of
Guoce Nordic. At the date of this Opinion, Hong Kong Holdco is the sole
shareholder of Guoce Nordic, and holds 100% of the equity interests of Guoce
Nordic. To our best knowledge after review of the stock records and shareholder
questionnaires on their actual ownership, at the date of this Opinion, we are
not aware of any PRC citizens, including the former shareholders of Guoce
Nordic, who have direct or indirect equity interests within Hong Kong Holdco at
the date of this M&A. Therefore, the M&A shall be governed by the
provisions for ordinary merger and acquisitions of domestic enterprises by
foreign investors of New Merger Rule (as defined below), but shall not be
governed by the provisions for the merger and acquisition by offshore special
purpose vehicles controlled by PRC citizens of their domestic connected entities
(the “Return Investment”) of the
Provisions on the Merger and
Acquisition of Domestic Enterprises by Foreign Investors promulgated by
six ministries in the PRC
effective from September 8, 2006 (the “New Merger Rule”). Based on
the same reason that there are no PRC citizens conducting Return Investment, we
are of the opinion that the establishment of the BVI Company and Hong Kong
Holdco and the M&A shall not be governed by the Notice of the State Administration
of Foreign Exchange on Relevant Issues concerning Foreign Exchange
Administration for Domestic Residents to Engage in Financing and in Return
Investment via Overseas Special Purpose Companies (the “SAFE 75 Rule”) and the SAFE No. 106, Notice Concerning
the Implementation Guidance of the SAFE 75 Rule (the “SAFE 106 Rule”).
第 4 页 共 6 页
Part
Three Share Exchange Agreement and Call Option
Agreement
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We
are of the opinion that the transaction under the Share Exchange Agreement
is not subject to PRC laws and regulations and that no PRC governmental
approval, registration or filing procedures is required, because the share
exchange is among two foreign companies and their respective foreign
shareholders which or who are not subject to PRC jurisdiction, and the
Share Exchange Agreement also provides that it shall be governed by the
laws of the State of Nevada. We understand that the Share Exchange
Agreement is not governed by the law of the People’s Republic of China and
therefore do not express an opinion with respect to the legality and
enforceability of the Share Exchange
Agreement.
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We are
informed that Yang Rong, Qi Na, Zhao Ying, Wu Wei, Xu Jia Rong, Zuo Gang, Zhang
Wei Jun, Bu Zheng Liang and He Zuo Zhi, each a resident of the People’s Republic
of China (each a “Purchaser” and collectively,
the “Purchasers”) each
entered into a Call Option Agreement (each such agreement, the “Call Option Agreement”) with
Mr. Xu Hong Bing and the BVI Company (Mr. Xu and the BVI Company, collectively
the “Seller” as defined
in the Call Option Agreement) as of June 28, 2009. Under the Call Option
Agreement, if the Purchasers continue to serve for Guoce Nordic for certain
period and Guoce Nordic meets certain thresholds of the after-tax profits and
certain other enumerated conditions are satisfied, the Seller shall offer the
Purchasers or the entity designated by the Purchasers the option to purchase the
Seller’s Shares (as defined in the Call Option Agreement) of the US Pubco. Each
Call Option Agreement provides that each such Call Option Agreement shall be
governed by laws of State of New York. Therefore, the execution and performance
of the Call Option Agreement shall in each case not be subject to any PRC laws
or regulations and therefore we do not express an opinion with respect to the
legality and enforceability of the Call Option Agreements.
Upon the
completion of the exercise of the call option and purchase of all the Seller’s
Shares, the Purchasers will become shareholders of US Pubco. We are of the
opinion that the shareholding of the Purchasers, who are PRC citizens, in the US
Pubco, which has its primary business within Guoce Nordic, does not require any
approval or filing or registration with any PRC authorities. In addition,
Purchasers’ ownership of shares of US Pubco shall not affect the shareholding
relationship among US Pubco, the BVI Company, Hong Kong Holdco and Guoce Nordic,
and shall not affect the legality of Guoce Nordic.
This
Opinion is furnished by us as the PRC counsel for the purpose of completion of
the Transaction. It may not be used or relied upon by you for any other purpose
or by any other person, nor may copies be delivered to any other person, without
in each instance our prior written consent. You may, however, deliver a copy of
this Opinion to your accountants, attorneys, other professional advisors, and
governmental regulatory agencies having jurisdiction over you. This Opinion is
expressly limited to the matters set forth above, and we render no opinion,
whether by implication or otherwise, as to any other matters. We assume no
obligation to update or supplement this Opinion to reflect any facts or
circumstances that arise after the date of this Opinion and come to our
attention, or any future changes in laws.
第 5 页 共 6 页
This
Opinion is issued at Beijing, PRC.
Very
sincerely yours,
Global
Law Office
第 6 页 共 6 页