Name :

Mr. Ye、Mr.Jiang and Mrs.Zhu (Jiang’s mother in-law) joint contribution to set up the Lide co., LTD. in Apr 18th of 2010, and a stake of 33%、27%、40% respectively. The article appointed that the company director for the valves and valve accessories production and sales, the shareholders have the right to know the company’s operating and financial conditions, and the supervisors have the right to check the company’s financial. Mr. Jiang was appointed the executive director and general manager, Mr. Ye was appointed the supervisor.

I have now had an opportunity to research the law on this point and I can provide you with the following advice.

To represent the facts of the case, Mr. Ye conflicted with the management in the process of the business management in Sep. 2011. Mr. Ye reported to the public security organ that Jiang gang up with the accountant deficit the public founds. The public security organ asked for any related evidence, then Ye made request to consult the accounting books of the company. But the company refused, so Ye appealed to the court.

1、 There are series of stipulations in the Company Law of China. Article 33 says

that “Every shareholder may request to review the accounting books of the company. Where a shareholder requests to review the accounting books of the company, it shall submit a written request, which shall state his motives. If the company, has the legitimate reason to believe that the shareholder's requests to review the accounting books has an improper motive and may impair the legitimate interests of the company, it may reject the request of the shareholder to review the books and shall, within in 15 days after the shareholder submits a written request, give the shareholder a written reply, which shall include an explanation. If the company rejects the request of any shareholder to review the accounting books, the shareholder may plead a people's court to demand the company to open the books for his review.”

2、 Though there are no specific definitions of the word “explanation”, generally, it

always follow these rules:1) if the article appoints that the company should deliver the financial and accounting book to the shareholders periodically, when the shareholders perform their rights, it’s reasonable, the company should provide the material in time. 2) Lawsuits and disputes should not be the reason that the company refuse to provide the materials. 3) All the shareholders who have the right to know the pecuniary condition could perform their books of the access rights, the company should not refuse for the reason that the shareholders may disturb the operation of the company. The article of Lide co,.LTD. appointed that shareholders have the right to know the operating and financial conditions, and the supervisor has the right to inspect the finance conditions. So Ye who’s the shareholder and also the supervisor of this company ask to consult the accounting books of the company is reasonably.

3、 There has no prohibition of business strife between shareholders and the

company in the Company Law of China. As long as the shareholders’ actions do not constitute a malicious competition, they have the right to supervise and be informed. Though Ye’s wife incorporated with the company which managed the same projects with Lide co., Lide co. have not proved that Ye had improper purpose to check the accounts, and it may damage the interests of the company. Above all, Ye have no confliction of interest with Lide co., so competitive industry relations cannot be the determining factor of the shareholders’ rights to be informed.

Shareholders’ rights to be informed are an important way to realize the supervision and maintain the shareholders’ own interests, especially the minority shareholders. Based on the above reasons, Ye may be supported by the court.

 

第二篇：律师法律意见书英文版

Date

（Name of Client）

President

AGAINST MS.

When Ms. signed a written contract with your company， she agreed not to call upon any of your customers for a period of one year. This is called a restrictive covenant. To enforce your covenant against Ms.， you must bring an action against her and prove your case. You have a choice of forums in which to bring the action： federal district court or a state court. Since it is easier to obtain an injunction （an action to immediately stop her from selling to your customers） in a state court rather than a federal court， I would suggest the state court.

I must advise you that injunctions are largely discretionary with the court， and there are several factors here that might lead it not to grant one on your behalf. Since you waited eight months before threatening to sue Ms. ， my guess is that you have about a twenty percent （20%） chance of obtaining an injunction.

RIGHTS TO AND AMOUNT OF DAMAGES

Your chances of obtaining money damages against Ms. are much greater than your chances for an injunction. From our discussion and the facts and evidence suggested in your papers， it appears that the amount of recoverable damages would be measured by the profits you have lost since the time Ms. began selling competitive products to your customers.

It should be understood that if we win our case， however， Ms. may not voluntarily pay the judgment. Thus， it may be necessary to enforce the judgment by having a sheriff or marshall seize and sell assets not exempt from execution. However， if Ms. does not own assets， such as real estate， money in bank accounts， stocks， etc.， but owns only personal items exempt from execution under the laws of our state， then any judgment you obtain may not be worth much.

NEGATIVES TO LAWSUIT

Besides the fact that you may lose a lawsuit against Ms. or that any judgment obtained may be uncollectible， there are other negative factors you should consider before bringing a lawsuit. These include court costs and attorney fees. Court costs are recoverable， but other costs， such as travel， the time lost when you are called to testify （or required to help us develop the case）， and attorney fees， are not recoverable.

MY SERVICES

I am familiar with the nature of your manufacturing business and am qualified to represent you in this matter if you choose to proceed. My fee would be based on my normal hourly charge of $250 for myself and $150 for associates. Trial time is billed at $1，000 per day. The initial

services of preparing a complaint and serving same would cost approximately $300. Preparing a request for an injunction and attending a hearing on the injunction would cost approximately $2，500.

It is quite possible that Ms. would not retain her own counsel and not answer the complaint. This means that a default judgment could be taken without the necessity of a trial. Here attorney fees would probably amount to no more than $1，000.

I require a $1，000 retainer to open a file and commence an action.

If you wish to proceed with this matter， I will need to know the full names and addresses of your customers to whom Ms. is presently selling and the estimated sales volume which you have lost.

If you have any questions， please call me.

Very truly yours，

Name of Attorney