[Except where the context otherwise requires and for purposes of this prospectus only: the terms we, us, our company and our refer to (i) Dehaier Medical Systems Limited, a British Virgin Islands company, (ii) Beijing Dehaier Medical Technology Company Limited, a PRC company, (iii) De-haier Medical Systems (Hong Kong) Limited, a Hong Kong company and (iv) Beijing Dehaier Technology]
[] [CERTIFICATION I, Ping Chen, certify that: (1) I have reviewed this Annual Report on Form 10-K of Dehaier Medical Systems Limited; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Zheng (Rita) Liu, certify that: (1) I have reviewed this Annual Report on Form 10-K of Dehaier Medical Systems Limited; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company. March 31, 2010 Ping Chen Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company. March 31, 2010 Zheng (Rita) Liu Chief Financial Officer] [DEHAIER MEDICAL SYSTEMS LIMITED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose 1. The Audit Committee of Dehaier Medical Systems Limited (the Company) is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities by monitoring and reviewing: The integrity of the Companys financial reports and other financial information provided by]
[] [CERTIFICATION I, Ping Chen, certify that: (1) I have reviewed this Annual Report on Form 10-K of Dehaier Medical Systems Limited; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATION I, Zheng (Rita) Liu, certify that: (1) I have reviewed this Annual Report on Form 10-K of Dehaier Medical Systems Limited; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company. March 31, 2010 Ping Chen Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company. March 31, 2010 Zheng (Rita) Liu Chief Financial Officer] [DEHAIER MEDICAL SYSTEMS LIMITED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose 1. The Audit Committee of Dehaier Medical Systems Limited (the Company) is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities by monitoring and reviewing: The integrity of the Companys financial reports and other financial information provided by]
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[] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com March 26, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com March 26, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com March 26, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com March 26, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen:] [March 26, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: Yours sincerely, Beijing Kang Da Law Firm] [MAKE GOOD ESCROW AGREEMENT THIS MAKE GOOD ESCROW AGREEMENT WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE 1. Appointment of Escrow Agent. 2. Establishment of Escrow. 3. Representations of Make Good Pledgors. a. All of the Escrow Shares are validly issued, fully paid and nonassessable shares of the Company, and free and clear of all pledges, liens and encumbrances. 4. Disbursement of] [March 26, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under]
[] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com March 26, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com March 26, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com March 26, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com March 26, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen:] [March 26, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: Yours sincerely, Beijing Kang Da Law Firm] [MAKE GOOD ESCROW AGREEMENT THIS MAKE GOOD ESCROW AGREEMENT WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE 1. Appointment of Escrow Agent. 2. Establishment of Escrow. 3. Representations of Make Good Pledgors. a. All of the Escrow Shares are validly issued, fully paid and nonassessable shares of the Company, and free and clear of all pledges, liens and encumbrances. 4. Disbursement of] [March 26, 2010 Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under]
[Dehaier Medical Systems Limited March 25, 2010 By EDGAR and U.S. Mail Daniel Morris, Esq. Special Counsel Division of Corporation Finance Mail Stop 3030 100 F Street, N.E. Re: Dehaier Medical Systems Limited Registration on Form S-1 (File No: 333-163041) Dear Mr. Morris: Sincerely, Zheng (Rita) Liu Chief Financial Officer (Principal Financial and Accounting Officer) CORRESP 1 filename1.htm]
[Dehaier Medical Systems Limited March 25, 2010 VIA EDGAR Daniel Morris, Esq. Special Counsel Division of Corporation Finance Mail Stop 3030 100 F Street, N.E. Re: Dehaier Medical Systems Limited Dear Mr. Morris: Please confirm the date and time of effectiveness of the registration statement to Anthony W. Basch at Kaufman & Canoles, our counsel, who can]
