Translated Documents
法律文书
​法律翻译示例:配售条款
2022-06-25

1. Each Joint Lead Manager acknowledges that, in order to assist in the orderly distribution of the Bonds, a Stabilising Manager may, after consultation with the other Joint Lead Managers, overallot in arranging subscriptions, sales and purchases of the Bonds and may subsequently make purchases and sales of the Bonds, in addition to the Purchase Percentage, in the open market or otherwise, on such terms as such Stabilising Manager deems advisable.
译文:各联席主承销商特此确认,为了协助有序地销售债券,稳定承销商可以在与其他联席主承销商协商后,对债券的认购、销售和购买作出超额配售安排,随后可以购买和销售债券按照稳定承销商认为适当的条款,在公开市场和其他市场中超出购买比例购买和出售债券。
2. In the event of any change in the number of Ordinary Shares allotted, or in the consideration payable to the Company upon exercise of such Option, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Conversion Price, to the extent in any way affected by or computed using such Option, be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Ordinary Shares or any payment of such consideration upon the exercise of any such Option.
译文:配售的普通股股数发生任何变化或在行使期权之后应付给公司的对价发生任何变化的,包括但不限于因其反摊薄规定而引起的变化,则转换价格的计算应当在受期权影响的情况下反映这种变化,但在行使任何此类期权后不得在进一步调整普通股的实际发行,也不得调整对价的任何款项。
3. All such purchases, sales and over-allotments shall be made in accordance with applicable law for the account of the Joint Lead Managers, and may be reallocated among the Joint Lead Managers in proportion to the ratio that such Joint Lead Manager’s commitment bears to the aggregate principal amount of the Bonds;
译文:所有购买、销售和超额配售应符合有关法律法规的规定,以各联席主承销商为受益人,可以在各联席主承销商之间按照各联席主承销商的承诺额与债券本金总额的比例进行重新分配;
4. The Investor understands that this Subscription Agreement and all other documents delivered to the Investor in connection with this private placement of the Interests are confidential documents prepared solely for the benefit of qualified investors acceptable to the Company.
译文:投资者理解,本《认购协议》和交付给投资者的与“权益”的私募配售相关的所有其他文件,均属于保密文件,编制这些文件的目的仅为了公司可接受的合格投资者的利益。
5. The Directors may, at any time before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.
译文:在任何股份按照上述规定被出售、重新配售或者以其他方式处置之前的任何时间,董事会可以按照认为适当的条件撤销没收。
6. The aggregate maximum number of Ordinary Shares allotted upon exercise of Option shall be deemed to have been issued at the time such Option were issued, and for a consideration equal to the consideration, if any, received by the Company upon the issuance of such Option, plus the minimum exercise price provided in such Option for the Ordinary Shares covered thereby.
译文:在发行此类期权时,应当视为已经以相当于公司在发行此类期权时收到的对价(如果有)加上普通股期权的最低行使价,发行了在行使期权之后配售的最大总股数的普通股。
7. Upon the aforementioned consultation by a Stabilising Manager with the other Joint Lead Manager, any Stabilising Activities may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but in no case later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds.
译文:在稳定承销商与其他联席主承销商按上述要求进行协商后,在充分地公开披露债券的要约条款后,可以开始任何稳定活动,开始后可以随时终止,但在任何情况下不得晚于下列日期后的较早之日:债券发行日期后三十(30)天和债券配售日期后六十天。
8. Subject to the provisions of Section 57B of the Ordinance, and save as provided by contract or these Articles to the contrary, all unissued shares shall be at the disposal of the Directors who may allot, grant options over, or otherwise deal with or dispose of the same to such persons, at such times, for such consideration and generally upon such terms and conditions as they think proper, but so that no shares of any class shall be issued at a discount except in accordance with Section 50 of the Ordinance.
译文:在不违反《公司条例》第57B条规定的前提下,并且除合同或者本《章程》另有相反规定外,所有未发行股份应当由董事会酌情按照他们认为适当的条款和条件、时间和对价,向他们认为适当的人进行配售、授予期权或者以其它方式进行处分和处置,但发行任何股份的票面价值应当符合《公司条例》第50条的规定。
9. Within ten (10) days after the expiration of the later of the Non-Selling Shareholder's First Refusal Period or the Re-Allotment Period (if any and as applicable), the Company shall give a written notice (the "First Refusal Expiration Notice") to each of the Selling Shareholders and the other holders of Preferred Shares and Ordinary Shareholders specifying either (i) that all of the Offered Shares were subscribed by the Non-Selling Shareholders exercising their rights of first refusal, or (ii) that the Non-Selling Shareholders have not subscribed for all of the Offered Shares in which case the First Refusal Expiration Notice will specify the Co-Sale Pro Rata Portion (as defined below) of the remaining Offered Shares for the purpose of the co-sale right described in the Section 7.3 below.
译文:非售股股东优先购买权期限或重新配售期(如果有,如适用)中较晚到期之日后十(10)天内,本公司应书面通知(“优先购买权到期通知”)各售股股东和优先股的其他持有人及普通股股东:(i)所有的待售股已经由行使优先购买权的非售股股东认购;或(ii)非售股股东没有认购所有的股份,在这种情况下,优先购买权到期通知应载明按照下文第7.3条所述的共售权对剩余待售股所享有的共售分摊比例(定义见下文)。
10. To the extent that the Non-Selling Shareholders have not exercised their right of first refusal with respect to the Offered Shares held by any Angel Selling Shareholder subject to the Transfer Notice, the Angel Selling Shareholder may, no later than ninety (90) days after the expiration of the latest of the Non-Selling Shareholder's First Refusal Period and the Re-Allotment Period (if any and as applicable), conclude a transfer of the remaining Offered Shares held by such Angel Selling Shareholder covered by the Transfer Notice, which in each case shall be on substantially the same terms and conditions as those described in the Transfer Notice.
译文:如果非售股股东尚未依据转让通知就任何天使售股股东持有的待售股行使优先购买权,天使售股股东可以在非售股股东的优先购买权期限和重新配售期(如果有,如适用)中的较晚到期日之后九十(90)天内,对转让通知中所载由天使售股股东持有的剩余待售股达成转让,但在任何情况下达成转让时应当基本符合转让通知中所载的条款和条件。
 
 

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