EXHIBIT 23.2
Allens Arthur Robinson
13/F, Shanghai Senmao Int'l Bldg.
101 Xin Cheng East Road
Pudong New Area
Shanghai 200120 PRC
COL China Online International Inc.
3177 South Parker Road
Aurora, Colorado 80014
7 June, 2000
Dear Sirs,
RE: PRC MATTER
1. In accordance with our instructions, we have provided this letter in
connection with a legal opinion issued by Shanghai Xing Ye Law Firm dated
29 April 2000. Their legal opinion relates to a series of transactions
involving Shenzhen Rayes Group Company Ltd. and Shenzhen Rayes Electronic
Network System Company Ltd. (the legal opinion)
2. The legal opinion refers to the fact that Shanghai Xing Ye Law Firm
examined documents relating to:
a. The structure of Shenzhen Rayes Group Company Ltd. (the relevant documents
are listed under the heading A. Rayes Group Structure in the legal opinion)
b. The structure of Shenzhen Rayes Electronic Network System Company Ltd. (the
relevant documents are listed under the heading B. Rayes Electronic System
Structure in the legal opinion).
c. Commercial agreements involving Shenzhen Rayes Group Company Ltd. and
Shenzhen Rayes Electronic Network System Company Ltd. (the relevant
documents are listed under the heading C. Commercial Contracts).
3. The legal opinion states that in providing the legal opinion, Shanghai Xing
Ye Law Firm referred to the Chinese language documents and not to English
translations.
4. We were provided with English translations of the Chinese language
documents referred to above and the legal opinion with attachments.
5. We have been requested to confirm that there is no material difference
between the English translations and Chinese language documents reviewed by
Shanghai Xing Ye Law Firm for the purposes of the legal opinion. A number
of the English translations initially provided to us did contain errors and
material differences. Where necessary, we amended the English translation
to more accurately reflect the Chinese language document. Please note that
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we did not at any stage translate an entire document or make any correction
or alteration to the translation provided to us unless such correction was
necessary to correct a material difference as that term is used in this
letter. Allens Arthur Robinson, Shanghai Office
6. We were not involved in the preparation of any Chinese original document
other than the document listed in the legal opinion at item C. 5 and
described as "Share purchase agreement between various persons described as
the owners of shares in Shanghai Tongji Construction Materials Technology
Sales Service Company Ltd. and Rayes Electronic System dated Oct. 1999
("Share Purchase Agreement"). Accordingly we do not confirm or give any
opinion in relation to the original Chinese drafting of any document
referred in the opinion. In particular we note that a number of the
commercial contracts appear to have been drafted using colloquial language,
that the use of terminology is inconsistent and the style of drafting less
than precise. Where the Chinese language document is itself unclear the
English translation is also unclear. We also note that a number of the
English translations have grammatical errors and that the documents are
generally not well drafted. We accept no responsibility for the overall
standard, style or presentation of the Chinese language documents or
English translations.
7. Confirmation
We confirm that subject to our comments above there is no material
difference between the Chinese language documents referred to in the legal
opinion and the English translations attached to this letter. In this
context, no material difference means that the English translation conveys
in English a reasonable indication of the meaning of the Chinese language
document. Where the Chinese original is drafted in a manner which leaves
open a number of interpretations or translations then so long as the
English version conveys one of the available translations or
interpretations then this is not regarded as a material difference for the
purposes of this letter. We do not vouch for the completeness or commercial
sense of any document or that it accurately reflects the intention of the
parties.
8. Our statement of "no material difference" applies only to the English
translation attached to this letter and the Chinese documents included in
the legal opinion and not to any other version of any document.
Yours sincerely,
/s/ Seamus Cornelius
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Seamus Cornelius
