Exhibit 99.1
BEIJING SAGE LAW FIRM
Add: Room 615 Shang Fang Building, No27 Bei
100029 San Husa Zhowg La Beijing, China, 100029
010-62073679 6205522-3018 Tel: 010-62073679 62005522-3018
010-6207389R Fax: 010-62073898
To: Stikeman, Elliott Fax: 00852-28459076
Date: _____________
Attn: _________________
Date: _____________,2000
Cathay Online Inc.
c/o 302-543 Granville Street
Vancouver, B.C.
V6C 1X8 Canada
And
Stikeman, Elliott
Solicitors
1103 China Building
29 Queen's Road Central
Hong Kong
Dear Sirs,
Re: Cooperation project with Sichuan Cathay Online Telecom Co. Ltd (SI CHUAN
GUO XUN XIN XI CHAN YE YOU XIAN GONG SI) ("Telecom Co.") a licensed
Internet Service Provider In Sichuan Province (the "Project")
We act as your special legal counsel on the laws of the People a Republic of
China ("PRC") in relation to the above Project. This legal opinion is provided
at your request. The following sets out our opinions as well as the premises,
assumptions and documents on which such opinions are based.
A. Documents Reviewed:
In the process of formulation our opinions, we have reviewed the following
documents (collectively the "Documents"):
1. The Articles of Association of Sichuan Cathay Online Technologies Co, Ltd.
(the
"WOFE");
2. The approval letter and approval certificate for the establishment of the
WOFE:
3. The Business License of the WOFE: dated August 10, 1999;
4. The Articles of Association and current Business Licence of the Telecom
Co.:
5. A PRC Computer Information Network International Networking Business
Operation License (the "Licence" ) issued by Sichuan Telecommunication
Administration Bureau in the name of the Telecom Co; and
6. Arrangement and consultancy service agreement dated September 9, 1999 (the
"Project Agreement") between the WOFE and the Telecom Co.
In our examination of the documents listed above, we have assumed:
1. That all signatures, seals and chops on the Documents are genuine; and
2. That the faxed copies of the Documents received y us are true copies and
conform to the originals.
This legal opinion is based on the Documents as at the date hereof and we have
assumed for the purposes hereof that the Documents have not been amended,
modified, recanted or revoked as of the date hereof and that as the date hereof,
no circumstances exist and no governmental, judicial or other action has
occurred which would affect the validity, enforceability and accuracy of the
Documents.
B. Our Opinions
Based on the foregoing, we are of the opinion that under the PRC law us of the
date hereof:
1. The WOFE is a wholly owned foreign enterprise, with Cathay Online Inc. {of
the United States of America} as its sole investor, duly established,
validly exists and is in good standing in all its filings under the laws of
the PRC
2. Based on its Articles of Association and Business Licence, the WOFE is duly
licensed to legally carry on the business specified in its Business
Licence, including development., production and sale of electronic
information, telecommunication system and network products, international
computer networking: information system and project construction: and
services related thereto.
3. Based on the Licence, the Telecom Co. is legally authorized to carry on the
business of operation computer information network international networking
(the "Business") from September 8, 1999 to March 23, 2003 in the cities
specified in the licence.
4. Based on its Articles of Association, Business Licence and the laws of the
PRC the WOFE laws the request corporate power and capacity to enter into
the Project Agreement.
5. Based on its Articles of Association, Business License and the laws of the
PRC, the Telecom Co. has the requisite corporate power and capacity to
enter into the Project Agreement.
6. The Project Agreement is legally binding on and enforceable against the
WOFE and the Telecom Co. in accordance with its terms and conditions under
the laws of the PRC.
7. The entering into the Project Agreement by the WOFE as well as the exercise
of its rights and the performance of its obligations thereunder do not
exceed the business scope of the WOFE, stipulated in its business licence.
In particular, by entering into the Project Agreement as well as the
exercise of its rights and the performance of its obligations thereunder,
the WOFE will not be construed to be carrying on the business of operation
and managing telecommunication services in the PRC.
8. The entering into the Project Agreement by the WOFE and the Telecom Co. and
the performance of their respective obligations thereunder do not violate
any laws and regulations of the PRC.
This opinion is provided to the above addresses who have our express permission
to submit the same to relevant parties in relation to the financing of the
Project.
Yours truly,
Beijing Sage Law Firm
/s/ZHANG WEI
LLM Beijing University
LLB Xiamen University