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English to Chinese: Financial agreement General field: Law/Patents Detailed field: Law: Contract(s)
Source text - English
1. Immunity from Offsetting, Withholding or Deduction
The consideration to be effected by “KHS” as referred to in the above Article 5.1 (Consideration for the Sale Equity Interest) or any payment whatsoever to be made by “KHS” under any of the other Articles of this Agreement shall be so effected or made in full amount, being immune from any offsetting, restriction or condition as may be imposed, or any deduction or retention to be made or caused on the ground or basis of any counterclaim; in addition, the above consideration or payment shall not be subject to deduction or withholding of or in respect of any tax, unless “KHS” is required to make such deduction or withholding under the PRC laws. If “KHS” is required to, on the occasion of effecting the above consideration, make deduction or withholding of or in respect of any tax whatsoever under the laws of any country other than the “PRC” (including but not limited to German laws), “KHS” shall pay an additional sum in favour of the Sellers so as to ensure the actual amount received by the Sellers to equal such amount of the consideration as “KHS” would have paid under this Agreement prior to such deduction or withholding. If “KHS” is required to withhold any tax as to the consideration referred to in the above Article 5.1 (Consideration for the Sale Equity Interest) or on the occasion of making any payment under any of the other Articles of this Agreement, the “Sellers” agree to provide “KHS” with all necessary information to enable “KHS” to withhold a proper amount thereof.
2. Pre-emptive Right to Purchase
Upon expiry of such period as commences from the occurrence of the first Date of Completion of Equity Interest Transfer and ends on the second anniversary after the first Commercial Center has been publicly put into initial operation, the Transferring Party may transfer any or all of the shares and equity interests held by it in any Member Company in accordance with the following provisions:
(A) In the case of the Transferring Party intending to transfer its equity interests, it shall, in the first place, give a notice in writing (“Transfer Notice”) to the other Parties of its such intention and also specify in the Transfer Notice its asked price (“Reserve Price”).
(B) The other Parties may notify the Transferring Party within 30 working days (“Notification Period”) as to whether they wish to purchase the whole (instead of a part) of the concerned equity interests at the Reserve Price and to undertake pro rata any funding by the Transferring Party in favour of the relevant Member Company. In case a Party gives the said notice to the Transferring Party within the Notification Period, the sale of equity interests to such party shall be consummated within 60 working days after the same notice is given. In an alternative case where more than one Party gives the said notice within the Notification Period to the Transferring Party, stating their wish to purchase the concerned equity interests at the Reserve Price and to undertake pro rata any funding by the Transferring Party in favour of the relevant Member Company, such equity interests shall be distributed among the wishing Parties as agreed therebetween.
(C) In the event the other Parties either fail to make a reply or have made a negative reply as to the contemplated transfer within the Notification Period, the Transferring Party may transfer the concerned equity interests to a bona fide buying third party at a price not less than the Reserve Price and under terms and conditions not more favourable than those offered to the other Parties. The other Parties shall use their best endeavours to procure the said transfer, including an approval of the relevant Board resolution of the relevant Member Company in relation to the aforesaid transfer.
3. Registered Capital
3.1 Registered Capital
3.1.1 The registered capital of the Company shall be US$ 100,000,000.
3.1.2 As from the Date of Completion, the amount of capital contribution by Party A shall be such Reminbi-denominated amount as is equivalent to US$ 47,000,000, making up 47% of the Company’s registered capital.
3.1.3 As from the Date of Completion, the amount of capital contribution by Party B shall be US$ 53,000,000, making up the remaining 53% of the Company’s registered capital.
3.2 Capital Contributions by the two Parties
The two Parties acknowledge and agree with the followings:
3.2.1 As at the Signing Date, the capital contributions in the aggregate amount of US$ 100,000,000 into the Company’s registered capital have already been made in full;
3.2.2 As at the Signing Date, the two Parties have made capital contributions in the below stated amounts. Such capital contributions have been verified by the Chengdu Branch of ShineWing Certified Public Accountants Co., Ltd., which has already presented a Capital Verification Report dated 08 February 2010:
(a) Party A: US$ 51,000,000 (equivalent to 51% of the paid-in registered capital of the Company);
(b) Party B: US$ 49,000,000 (equivalent to 49% of the paid-in registered capital of the Company); and
3.2.3 As a result of the equity interest transfer, the two Parties’ held portions in the paid-in registered capital of the Company as at the Effectiveness Date are, respectively:
(a) Party A: US$ 47,000,000 (equivalent to 47% of the paid-in registered capital of the Company);
(b) Party B: US$ 53,000,000 (equivalent to 53% of the paid-in registered capital of the Company).
4. Financing
4.1 Additional Financing
4.1.1 Pursuant to relevant stipulations, the maximum financing dimension of the Company shall be six times the amount of its registered capital.
4.1.2 Subject to an approval by the Board of Directors, the difference between the Company’s investment scale and its registered capital may be settled by means of borrowing in the name of the Company at home or from any Lender. Notwithstanding none of the Parties shall be obligated to provide the Company with a loan, any of the Parties may, in its discretion and subject to compliance with the PRC laws and a due approval from the Examination and Approval Authority as well as the internal approval of its own organization, provide the Company with a shareholder loan or render a guarantee in favour of a lending third party for the purpose of enabling the Company to receive a loan from the lending third party, under the provisions under the ensuing Article 4.3.
4.2 Restriction
The Company must not, on the occasion of raising any fund from the outside, endow any lender with any right whatsoever as to either subscription for the registered capital of the Company or participation in any business activities thereof, however with the exception of any shareholder loan that may be converted into the equity interest of the Company.
4.3 Shareholder Loan
4.3.1 A Party may provide the Company with a shareholder loan or render a guarantee to a lending third party for the purpose of assisting the Company in meeting its financing needs arising from any of its investment or acquisition activities. The two Parties agree and acknowledge that the terms and conditions applicable to such shareholder loan or guarantee (including the terms on interest, security and repayment) shall be commercial terms for general purposes. Such shareholder loan or guarantee shall be subject to an approval by the Board of Directors under the below stated Article 11 and shall satisfy the applicable requirements under the PRC laws.
4.3.2 The Party providing the shareholder loan may request a conversion of the remaining amount of any of its such shareholder loan into the equity interest of the Company, provided such conversion shall be subject to (i) mutual consent by the two Parties;, and (ii) a relevant agreement thereon to be signed with the Company; as well as (iii) a necessary approval from the Examination and Approval Authority.
English to Chinese: Equity interests agreement General field: Bus/Financial Detailed field: Finance (general)
Source text - English
1. Tag-along Rights
(a) If the Transferring Party proposes to transfer its Interest, any of the other Parties not intending to purchase the Interest at the Minimum Price (“Tag-Along Party”) may, in their discretion, elect within the Notification Period to require the Transferring Party to require the transferee to purchase from the Tag-Along Party, for the same consideration per share or percentage of equity interest and upon the same terms and conditions as to be paid and given to the Transferring Party up to a maximum equal to:
R x S/T
Where:
R = the number of shares or the total equity interest held by the Tag-Along Party in the relevant Group Company;
S = the number of shares or total percentage equity interest in such Group Company proposed to be Transferred by the Transferring Party; and
T = the total number of shares or total percentage equity interest held by the Transferring Party;
provided however that the Tag-Along Party shall have the right to require the Transferee to purchase up to the entire number of its shares or the entire percentage equity interest held by it in such Group Company if pursuant to the proposed Transfer the Transferring Party would be transferring 50% or more of the shares or equity interest that it holds in such Group Company.
(b) In connection with any proposed transfer, the Transferring Party shall include in the Transfer Notice (i) an offer to the Tag-Along Party to have the Tag-Along Party's Interest included in such Transfer in accordance with paragraph (a) above, and (ii) a letter of authorization to be executed by the Tag-Along Party in order to include the Tag-Along Party's Interest in such Transfer. The Tag-Along Party may only exercise its tag-along right by executing and delivering such letter of authorization to the Transferring Party within the Notification Period.
2. Drag-Along Right
(a) If SGMI accepts an offer to purchase all of its shares or equity interest in a Group Company or all land use rights with respect to a Site and ownership rights with respect to a Commercial Center (the “Rights”) from a third party, SGMI may send a written notice (the “Drag-Along Notice”) to the other Parties (the “Drag-Along Sellers”) specifying the name of the purchaser, the consideration payable per share or percentage equity interest or for the entirety of the Rights and a summary of the material terms of such purchase. Upon receipt of a Drag-Along Notice, each Drag-Along Seller shall be obligated to (i) sell all of its shares or equity interest, as the case may be, or to take all steps necessary to cause the relevant Affiliate to sell the relevant Rights, free of any Encumbrance (other than the Tenant Leases and any other Encumbrances that the third party agrees to assume, in the case of a sale of the Rights), in the transaction contemplated by the Drag-Along Notice on the same terms and conditions as SGMI (including payment of its pro rata share of all costs associated with such transaction) and (ii) otherwise take all necessary action to cause the consummation of such transaction, including voting in favor of such transaction at any board meeting or meeting of shareholders. Each Drag-Along Seller further agrees to take all actions (including executing documents and using best efforts to obtain all necessary approvals) in connection with consummation of the proposed transaction as may reasonably be requested of it by SGMI.
3. COMPLETION
3.1 Completion
Completion shall take place on the Completion Date.
3.2 Completion arrangements
At or prior to Completion each of the Parties shall do those things listed in Schedule 1 (Completion arrangements). The Parties shall not be obliged to complete this Agreement unless each of the other Parties complies fully with the requirements of Schedule 1 (Completion arrangements) at or prior to Completion. Without prejudice to the foregoing, KHS shall not be obliged to complete the purchase of the Sale Equity Interest unless the sale and purchase of all the Sale Equity Interest is completed simultaneously.
3.3 Failure to comply with Completion arrangements
If the obligations of any of the other Parties under Article 3.2 (Completion arrangements) and Schedule 1 (Completion arrangements) or any other provisions of this Agreement are not complied with on the Completion Date:
(A) in case of a failure by the Sellers, KHS may (i) proceed to Completion as far as practicable (without limiting its rights under this Agreement), or (ii) defer Completion for up to a period of thirty (30) days (so that the provisions of this Article 3.3 shall apply to Completion as so deferred), or (iii) terminate this Agreement by giving notice in writing to that effect to the Sellers; or
(B) in case of a failure by KHS, the Sellers (acting together) may (i) proceed to Completion as far as practicable (without limiting their rights under this Agreement) or (ii) defer Completion for up to a period of thirty (30) days (so that the provisions of this Article 3.3 shall apply to Completion as so deferred), or (iii) terminate this Agreement by giving notice in writing to that effect to KHS. In the event that this Agreement is terminated by the Sellers by giving notice in writing to KHS (pursuant to the foregoing provision), KHS shall, within thirty (30) days of the date of such notice in writing, unconditionally co-operate with the Sellers in order to transfer the seventy per cent. (70%) Sale Equity Interest in the Company acquired by KHS back to the Sellers, only to the extent that the seventy per cent. (70%) Sale Equity Interest has been transferred to KHS.
3.4 Termination for failure to comply with Completion arrangements
If this Agreement is terminated in accordance with Article 3.3 (Failure to comply with Completion arrangements) (and without limiting the Parties right to claim damages) all obligations of the Parties under this Agreement shall end except for those expressly stated to continue without limit in time but (for the avoidance of doubt) all rights and liabilities of the Parties which have accrued as a result of a breach of this Agreement by any of the Parties before termination shall continue to exist.
¬Schedule 1
Completion arrangements
1. KHS shall pay to the Sellers the consideration for the sale and transfer of the Sale Equity Interest as provided in Article 5 (Consideration) by way of electronic bank transfer the Euro equivalent of RMB 100,000,000 (based on the middle foreign exchange rate for converting Euros into RMB as published by The People’s Bank of China on the Business Day immediately preceding the date of Completion) for value on the Completion Date. Payment shall be made to the following:
Beneficiary name:
Account number, bank
and bank address:
2. The Sellers shall duly execute and deliver to KHS four (4) original versions of the Equity Interest Charge.
3. The Sellers shall deliver to the Company prior to Completion, a board resolution of the Company approving: the appointment of Mr. Zheng as General Manager for a period of three (3) years from Completion on the terms and conditions applicable to his employment as set out in Appendix 1 (Employment Contract for Senior Employees); approving the appointment of Mr. Huang as the Chairman, director and legal representative of the Company; and approving the appointment of Mr. Wu, Mr. Shen, Ms. Zhou as additional directors of the Company.
4. The Sellers shall deliver to KHS a duly executed agreement of non-compete of Mr. Zheng in the agreed form as set out in Appendix 2 (Non-compete Agreement of Mr. Zheng).
5. The Sellers and KHS shall after the approval of the valid existence of the Sino-foreign joint venture company and the appointment of KHS representatives to the board of directors of the Company jointly procure, in a manner consistent with the powers given to the directors of the Company, the execution of a board resolution of the Company approving the Equity Interest Charge as one of the requisite documents to be filed with the Approval Authority.
6. Redeemable Convertible Promissory Note
In 2002, the Company entered into a technology transfer agreement with a third party whereby the Company purchased technology, patents and licenses in exchange for cash of US$15,000,000, 1,666,667 Series B convertible preference shares valued at US$2,750,000 and a US$15,000,000 non-interest bearing redeemable convertible promissory note which is callable by the holder. The Company has recorded a discount for the imputed interest on the redeemable convertible promissory note which has been recorded as a direct reduction of the face amount of the note. The Company calculated the discount using an effective interest rate of 3.69%, resulting in a discount of approximately US$971,000. The conversion period expires upon the earlier of August 2004 and the twentieth day following the date on which the Company delivers to the noteholder a notice in writing of the Company’s decision to make an initial public offering of its shares within six months of the date of such notice. The Company delivered such notice in December 2003 and on December 31, 2003, the note holder elected to redeem the note in cash. As a result, the Company expensed the remaining note discount in 2003 and has reclassified it as a current liability. In 2002 and 2003, the Group recorded interest expense of US$176,000 and US$795,000 relating to the amortization of the discount, respectively.
7. Preference Shares
The significant terms of the Series A convertible preference shares, Series A-2 convertible preference shares, Series B convertible preference shares, Series C convertible preference shares and Series D preference shares (“convertible preference shares”) are as follows:
Conversion:
Each convertible preference share is convertible as of December 31, 2003 into one share of ordinary share at a conversion price of US$1.1111, US$1.18, US$2.75, US$2 and US$2.087 for Series A, Series A-2, Series B, Series C and Series D convertible preference shares, respectively, at the option of the holder at any time after the date of issuance of such shares, or is automatically converted at the consummation of the Company’s sale of ordinary shares in a qualified underwritten initial public offering or obtaining the necessary written consent from the holders of the Company’s preference shares. The conversion price is subject to adjustment for dilution, including but not limited to stock splits, stock dividends and recapitalizations.
(b) 就任何拟将进行的转让而言，转让方均应在转让通知书内述明以下内容：(i) 向随售方发出的要约，表明将按上文第(a)段规定将随售方的股权一并纳入此项转让之列；及 (ii) 待由该随售方签字盖章的授权书，以表明该随售方的股权一并纳入此项转让之列。该随售方只有在通知期之内于此授权书上签字盖章并将其送交转让方之后，方可行使其随售权。
2. 领售权
(a) 若SGMI接受第三方发出的要约，其中表示该第三方有意购买SGMI在任何集团公司当中所持有的全部股份或股权或者有意购买与某场地有关的土地使用权以及与某商业中心有关的所有权（该等“权利”），SGMI可向其他各方（“领售各方”）发出一份通知书（“领售通知书”），在该通知书当中指明购买方的名称、就每股/所涉股权比例/全部该等权利应付的对价、及此项购买之关键条款的摘要。收到领售通知书后，各领售方有如下义务：(i) 在领售通知书预期进行的交易中，按照与SGMI相同的条款与条件（包括须支付其按照比例所分摊的与此项交易有关的全部费用）出售其全部股份或股权（视具体情形而定），或者采取各项必要措施安排所涉关联方出售相关该等权利，但不得附加任何产权负担（如属出售该等权利，则第三方同意承接的租契与任何其他产权负担不在此限）；及 (ii) 在其他情况下，采取各项必要行动，使得此项交易得以完成，包括在一切董事会议或股东会议上面投票赞成此项交易。另外，各领售方同意：将会采取SGMI在合理情形下要求其实施的一切行动，以完成所拟进行的交易（包括在文件上面签字盖章，并且尽其最大努力取得所需的各项批准）。
Chinese to English: Stock market updates General field: Bus/Financial
Source text - Chinese 个股层面，最初Wysocki(1998)的研究发现，夜间股票相关帖子发布数量与成交量相关。基于雅虎金融（Finance!Yahoo）和愤怒的公牛（Raging Bull）的发帖数据，Antweiler 和 Frank(2004)研究表明，帖子信息能够帮助预测股票波动性和股票收益率，但收益率经济意义不显著。此外，涨/跌情绪分歧都越大，股票交易量越大。Sprenger等(2014b)研究表明Tweet中包含的情绪与股票收益率显著相关，同时每日微博数量越多，股票成交量越大，微博涨跌情绪分歧度与股票波动性也显著相关。
Translation - English As to individual stocks, the quantity of stock-related messages posted at night correlates with the trading volume, as was indicated at first by the findings of some study conducted by Wysocki (1998). Based on certain data on postings sourced from Yahoo Finance and Raging Bull and as shown in the research carried out by Antweiler and Frank (2004), the information contained in posts can help with the predication of both stock volatility and stock return, but stock return is not of conspicuous significance in economic terms. In addition, the larger the measure of variance in market sentiment on upward/downward movement is, the greater the stock trading volume will turn out to be. According to the study conducted by Sprenger et al. (2014b), the sentiment contained in Tweet correlates markedly with the stock return. Meanwhile, the heavier the daily load of micro-blogging entries is, the greater the stock trading volume comes out to be, whilst the measure of variance in market sentiment of micro-bloggers on upward/downward movement also correlates markedly with the stock volatility.
Chinese to English: Academic analysis General field: Science
Source text - Chinese 既然如此，那为什么索罗斯的一句话，就让中国当局如此大动肝火呢？因为心虚。多年来的唱衰不值一提，只因经济表现好，信心足。可是，近几年中国经济数据开始越来越难看，已经走上了减缓衰退的道路。在心惊胆寒、如履薄冰之际，最怕有人火上浇油，所以要不惜余力地予以警告和痛斥。实际上，阿里巴巴在美国成功上市也只代表中国经济在国际舞台的回光返照，没坚持多久就跌破了发行价。
Translation - English That being so, why did the Chinese authorities fly into such a rage at a mere remark made by Soros? The answer is a somewhat guilty conscience. Taking in stride the smearing from some detractors for years, the Chinese authorities used to possess a bolstered confidence thanks to the brilliant performance of her national economy. However, data on China’s economy in recent years have appeared to be increasingly unpalatable, signifying a looming slow-down. At such a critically delicate moment when her national economy seems to be skating on thin ice now, the very last thing the Chinese authorities wish to see is anyone pouring oil on the flames. Thus, they have spared no effort to issue warnings and heap reproaches. In point of fact, the success of Alibaba in getting listed in the United States merely stood for a fleeting, unendurable recovery of China’s economy in the global arena, since its shares fell below the price at which they floated shortly after the floatation.
English to Chinese: Market bulletin of an investment firm General field: Bus/Financial
Source text - English The sector is trading at a 38% NAV discount, 6.9x 2017 PE and 1.0 x 2016 PB, all close to their historical averages since 2011. From our cycle analysis, the housing market is in a downward phase and in a comparable situation to the start of 4Q13 in the last cycle. During that time, China property stocks were de-rated. The NAV discount widened from 1.8SD above the historical norm to 1.0SD below and stayed range-bound within the historical average and 1.0SD below. At this stage in the cycle, as stock valuation has returned to the norm, we turn more cautious and selective.
Translation - Chinese 同業市價現較資產凈值折讓38%，相當於6.9倍2017年預測市盈率，1.0倍2016年市凈率，均接近2011年以來的歷史平均值。本行周期性分析顯示，房屋市場步入下行通道，最末一個周期景況近似於2013年第四季度初期（當其時，中國地產股值向下修正）。資產凈值折讓幅度由偏離歷史規範1.8個正標準差擴增至負1.0個標準差，囿於歷史均值與負1.0個標準差當中的區間。在周期現階段，股票估值雖已重回常軌，但須謹之又慎，細心揀擇。
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Bachelor's degree - China University of Geosciences
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Years of experience: 27. Registered at ProZ.com: Mar 2016. Became a member: Mar 2017.
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As at March 2017 I have amassed 21 straight years' experience in legal and financial translating, non-stop, between Chinese and English.
I am a member with the US National Association of Judiciary Interpreters and Translators (NAJIT ID: 4639), American Translators Association (ATA ID: 267121) and Translators Association of China (TAC), respectively.
I started legal translating for the British law firm "Masons" (known as "Pinsent Masons" nowadays) in Guangzhou in 1999, after graduating as an English Major in 1996.
Later I served as the Chief Legal Translator for the British law firm "CMS Cameron McKenna" and the German law firm "CMS Hasche Sigle" in Shanghai for 9 consecutive years.
Before becoming a freelancer, I acted as the Translation Team Leader for "Boston Consulting Group" (BCG) in Shanghai and supervised an 8-strong translation team.
20 years' translating practice has exposed me to an assortment of legal and financial documents and polished my skills on all dimensions: comprehension, wording, accuracy, flow and counterpointing. I worked with lawyers and financial analysts for more than a decade and have thus acquired an acute awareness of wording precision, plus a gimlet eye for nuances.
I am thoroughly familiarized with the China mainland and Hong Kong styles of legal writing. Mandarin and Cantonese are both my native languages.
Being an avid reader, I have maintained an insatiable appetite for reading a variety of publications on legal, financial, political, governmental, economic and literary subjects. This habit is rooted in a firm belief which I've been holding -- translating is by nature writing, which hinges entirely on reading.
Most of my clients are impressed by my exacting attentiveness -- I am used to pinpointing each and every irregularity in the source text upon each delivery of my translation. More than once I have received my clients' thankfulness-infused comments on the value of my translating efforts -- "You've done something which is bigger and more than translating - you know what you are doing".
I can be reached at my email "[email protected]" -- prompt responses guaranteed.
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