(i) the period between the resignation of the up- to- date managers and the election and entrance in the Commercial Register of the new ones will be a period in which the Project Company will not have a managing body. Although the up- to- date managers remain registered in the Commercial Register up to the entrance of the newly elected ones, they can refuse to manage the Project Company, respectfully to undersign documentation and represent it due to the performed resignation and/or termination of their management contracts. Such a situation may lead to occurring certain financial damages and/or profits lost for the Project Company; and
（i）从现任经理辞职，到在商业注册处登记新经理选举和入职的一段时间，是项目公司没有管理部门的时间。虽然现任经理在新当选的经理入职前仍在商业注册处在册，但是他们可以因为辞职和/或终止管理合同，拒绝管理项目公司，象征性地签署和代表文件。这种局势可能会导致项目公司的经济损失和/或利润损失；以及
(ii) copies of the management contracts for all of the members of the board of directors should be required in order to check if they contain any burdensome provisions. So far, we have managed to look through the management contract signed with XXX, which was announced in the Commercial Register. We can confirm that it is quite a typical management contract and contains no uncommon, extraordinary or embarrassing provisions.
（ii）应要求获得关于董事会成员的管理合同的副本，从而检查其中是否存在任何产生麻烦的条款。截至目前，本律所已经查阅了与XXX签署的管理合同，该管理合同已在商业注册处登记。因此，本律所可以确认，这是一份非常普通的管理合同，不包含任何不寻常、特别或尴尬的条款。
Except for the issues, above pointed we can confirm that our check in the Commercial Register has not established issues which could be of concern with respect to the bankability of the investment.
除上述问题外，本律所确认，在商业注册处的核查未确定任何可能影响投资可获利性的负面问题。
Based on the checked documentation provided to us to date and on the information publicly announced in the Commercial Register we confirm that the Project Company is duly established and validly existing under Bulgarian law and can validly carry out the construction and operation of the project it owns.
本律所相信，根据对截至目前收到的文件以及可在商业注册处查阅的公开信息的核查，项目公司是依据保加利亚法律依法成立和存续的公司，可以合法展开其拥有的项目的施工与运营活动。
As above said XXX acquired title over the Project Lands via the swap agreements. According to the Bulgarian law the exchange of land plots is a method via which a natural person/legal entity acquires title rights over land plots owned by a third party (which in our case is the state) by exchange and transfer of title rights over plots owned by that natural person/legal entity. In order such a deal to be valid from a legal point view both parties should be the actual owners of the exchanged land plots. We have been provided with notary deeds for sale and purchase for several of the land plots transferred to the state by XXX in exchange of acquisition of title rights over the Project Lands, which notary deeds establish the fact that XXX was the actual owner of those certain plots as of the moment of execution of the swap agrrements. We have not been provided with documents establishing the title rights over the rest of the plots, nor with documents certifying that the state was the actual previous owner of the Project Lands, and as such validly transferred title rights over them to XXX. On the other side, according to the Bulgarian law if a person or legal entity possesses calmly and continuously a land plot for ten consecutive years the same will become a valid owner of that plot notwithstanding the fact the latter acquired title rights in breach of the legislative provisions or via null and void contract. It should be mentioned that Bulgarian law prohibits acquisition of title rights via expiration of ten- year period of limitation only with respect to plots publicly owned by the state or by municipalities. There is an express wording in both swap agreements stating that they are concluded on the basis of article 36 of the Regulation of Implementation of the Act for Ownership and Usage of Agricultural Lands effective as of year 2001. As per this article 36 land plots which are privately owned by the state can be sold and/or exchanged with plots owned by third parties. Thus, we can presume the plots subject of the swap agreements were privately owned by the state. Having in mind that as of the execution of both swap agreement up to that moment ten years have passed we can presume that XXX and Elena Manova have become actual owners of the Project Lands. Since our presumption is made only on the basis of the wording in the swap contracts and not on the basis of check of official documents we can give final conclusion only if we look through the official documentation showing valid title rights of the state of the Project Lands and also showing the fact the state privately owned those Project Lands. We have been presented with copies of two decisions for restitution of the title rights over the Project Lands issued in favour of the state by the Municipal Agriculture Commission at Dolna Mitropolia. They are valid from a formal point of view. Both are issued as an amendment of one initial decision with which we have not been provided so far and therefore we cannot make a statement with respect to its validity, as well as we cannot confirm the validity of the grounds on which the amendment decisions were adopted. Those restitution decisions however do not contain any information whether the Project Lands reinstated to the state are publicly or privately owned by it. Based on the lack of information for the former status of the Project Lands- public state or private state real property, we cannot accept or reject the statement made in CMS DDR in item 2.3.1. As of this moment we can only make the rebuttable presumption that the Project Lands were privately owned by the state and as such were transferred via the swap agreements.
如上文所述，XXX通过互换协议，获利了项目土地的所有权。根据保加利亚法律，地块互换是旨自然人/法律实体通过互换和转让该自然人/法律实体拥有的地块，获得第三方（在本案例中，是指国家）拥有的地块所有权的一种方式。为使本交易从法律角度合法，双方应为互换地块的实际所有人。本律所已经收到XXX将数块地块与国家进行买卖的公证证书，以换取对项目土地的所有权，且公证证书表明，XXX是互换协议执行期间特定地块的实际所有人。本律所未收到确定其他地块所有权的文件，亦没有收到证明国家是项目土地此前的实际所有人，从而合法将地块所有权转让给XXX的文件。另外，根据保加利亚法律，若自然人或法律实体以冷静和持续的方式，连续十年拥有一个地块，虽然该自然人违法法律规定、或通过无效合同获得所有权，该自然人或法律实体仍将成为该地块的合法所有人。应注意，保加利亚法律禁止通过十年限制期届满，获得国家或城市公共拥有的地块所有权的行为。两份互换协议中均有措词表明，协议根据2001年生效的《农业用地所有权与使用法案实施规定》（the Regulation of Implementation of the Act for Ownership and Usage of Agricultural Lands）签署。根据该规定第36条，国家未公开拥有的土地可以被销售，和/或与第三方拥有的地块进行互换。因此，本律所假设，互换协议项下地块此前由国家拥有。请注意，在两份互换协议执行到目前已经过了十年，本律所假设，XXX和XXX已经成为项目土地的实际所有人。因为本律所的假设以互换协议中的措施为基础，而不是以对正式文件的审查为基础，只有当本律所审查证明国家对项目土地的合法所有权、表明国家未公开拥有项目土地的正式文件，本律所才可得出最后结论。本律所已经收到XXX市农业委员会（the Municipal Agriculture Commission at XXX）关于恢复以国家为受益人的项目土地所有权的两份决定的副本。从正式角度而言，两份文件是合法文件，均作为此前决定的修订文件，但本律所截至目前并未收到此前的决定文件，因此，无法就其合法性做出任何声明，亦无法确认通过修订决定的理由的合法性。但是，上述恢复决定不包括恢复给国家的项目是公开拥有还是非公开拥有的项目的信息。由于缺乏项目土地此前状况的信息——公开拥有的国家不动产或未公开拥有的国家不动产，本律所无法同意或否决CMS DDR在第2.3.1条所做表述。截至目前，本律所只能做出可驳回假设：项目土地此前由国家非公开拥有，因此，通过互换协议进行转让。

译员：Joanna（品格资深综合类英语翻译）

本文由北京翻译公司品格翻译提供，未经允许，不得转载。