Translation - English Repurchase Transaction Client Agreement
Chapter 1 Definitions
1. Securities Repurchase Agreement
2. Underlying Securities
3. Primary Transaction
4. Secondary Transaction
5. Primary Purchase Price
6. Secondary Purchase Price
7. Date of Primary Transaction
8. Date of Secondary Transaction
10. Repurchase Price
11. Repurchase at Maturity
12. Premature Termination of Transaction
13. Delayed Repurchase
14. Transaction Agreement
15. Primary Transaction and Supplement Transaction
16. Margin Ratio
17. Margin Maintenance
18. Alert Margin Ratio
20. Depository & Clearing Corp. Ltd.
Chapter II Statements and Warranties
Chapter III Rights and Obligations
Chapter IV General Provisions
Chapter V Underlying Securities
Chapter VI Transaction Period and Trading Hours
Chapter VII Authorization, Declaration, and Transaction
Chapter VIII Clearing and Settlement
Chapter IX Disposition of Benefits Related to Underlying Securities
Article 31 Party B is in possession of the underlying securities and deposits them in a specified transaction account before the date of the secondary transaction. Party B shall neither dispose the underlying securities through trading or non-trading activities, nor exercise the rights of the holder under any circumstances not specified in the Client Agreement. Party A may prematurely repurchase the underlying securities, and exercise the holder’s rights on its own initiative.
Article 32 The underlying securities listed on the Shanghai Stock Exchange (hereinafter SSE) will generate related rights and interests, including cash dividends, coupon payments , bonus shares , capitalization issues, secondary public offering for senior shareholders, rights issues and retail bonds. On the record date , China Securities Depository & Clearing Corp. Ltd. Shanghai Branch will transfer the accrued interest from Party B’s specified transaction account to Party A’s transaction account according to the effective results of the primary transaction in the SSE. With respect to the accrued interest, Party B shall pay for the consideration of rights of the shareholder.
Article 33 Ways to dispose the rights and interests generated by the underlying securities listed on the Shenzhen Stock Exchange (hereinafter SZSE) during the transaction period are as follows:
33.1 All rights and interests mentioned in Article 32 will be deposited in Party B’s transaction account, and will be returned to Party A during the secondary transaction. If Party A possesses several secondary transactions, Party B may return the dividends and interests by adjusting price(s) of any or several secondary transactions. If the total amount of returnable dividends and interests exceeds that of Party B’s all yet-to-be-finished secondary transactions, the excess will not be returned through adjusting price(s) of secondary transactions, but be returned by other means. The dividends that shall be returned will be calculated in an after-tax manner if Party A is an individual client.
The formulas for price adjustment are as follows: Adjusted secondary purchase price = Original secondary purchase price - after-tax amount of rights and interests that shall be returned; Adjusted volume of securities in Secondary Transaction = Original volume of securities in Secondary Transaction + volume of bonus shares and capitalization shares.
If a secondary transaction occurs on the record date, Party B shall prematurely adjust the price and volume of the secondary transaction. Party A concurs with Party B in adjusting secondary transaction related matters mentioned above, and another agreement will not be required.
33.2 If rights issues occur, Party A shall submit the declaration of returning allotment rights to the SZSE on the next transaction day (R+1 date) after the record day (R date). Upon confirmation by the SZSE, China Securities Depository & Clearing Corp. Ltd. Shenzhen Branch will transfer the ownership of allotment rights to Party A’s transaction account on the Day R+1 after the stock market is closed.
33.3 Party B may not exercise the pre-emptive rights if retail bonds and secondary public offering for senior shareholders occur. If Party A needs to exercise such rights, Party A shall prematurely terminate the transaction no later than the transaction date before the record date. Failure to do so will be considered as the abandonment of such rights.
Article 34 Party B shall not exercise the holder’s voting and proposal rights with the underlying securities during the transaction period. If Party A requires Party B to exercise the rights above, the former shall file an application timely and provide to the latter related materials:
34.1 If Party A requests Party B to exercise the voting rights, the former shall file a written application to the latter by 11:30 a.m. on the last day of voting. Party A’s failure to do so will be seen as not requesting Party B to exercise the rights.
34.2 If Party A requests Party B to hold or attend a shareholders’ meeting and make proposals, the former shall file a written application to the latter at least five transaction dates before prescribed by laws, regulations and the issuer of the underlying securities. At the same time, Party A shall submit documents of related proposals to Party B, and Party B will act on Party A’s behalf by related public companies procedures after consenting to the documents.
Party A is associated with the review items of the issuer of the underlying securities. Thus Party A shall not request Party B to exercise the rights.
Party A shall assume the costs generated in the process of Party B applying for the exercise of related rights based on Party A’s request. If Party A does not assume the costs, Party B is entitled to decline the written application.
Chapter X Margin Maintenance
Chapter XI Extraordinary Events
Chapter XII Default and OTC Settlement
Chapter XIII Notification and Service
Chapter XIV Disclaimer
Chapter XV Entry into Effect, Modification and Termination
Chapter XVI Governing Law and Dispute Resolution
Chapter XVII Annex
Chinese to English: 投资拟上市公司主要风险提示 General field: Bus/Financial Detailed field: Investment / Securities
Translation - English Investing in Pre-IPO Companies
Important Reminder of Legal Risks
Lecturer: Wang Chungang
- China’s largest SOE for 10 years;
- Practicing securities law in one of the largest law firms in China for 10 years;
- Board Director and Deputy General Manger in Beijing Chengdong International Modular Housing Co., Ltd.
- Primary or acquisition investment, operation, sales and listing of start-ups;
- Similar to a business incubator.
- New projects with high returns.
- Holding shares of start-ups as control and operation;
- Significant equity incentives for attracting, retaining and engaging high-caliber personnel.
Common Legal Issues
1. Environmental stewardship
- Production, operation and new investment projects meet the requirements of national and local environmental stewardship;
- Were there environmental incidents? Whether they commit significant violation of law;
- Functionality of pollution treatment facilities;
- The pollution-related expenditure is adequate;
- Companies in the heavily polluting industries shall provide the documents pertaining to environmental protection issued by the provincial department of environmental protection;
- Heavily polluting industries that operate across provinces must acquire the environmental review by the Ministry of Environmental Protection.
2. Social Security
- Labor contracts for all employees.
- In principle, the five kinds of insurance and one fund must be paid for no less than three years.
- The criterion for welfare contributions to the social security system varies from region to region .
- CSRC addresses historical issues flexibly as long as they do not affect companies’ IPO process.
- Those who are capable but refuse to make contributions, however, cannot launch their IPO.
- CSRC will be more stringent with this rule.
- Production safety qualification (if necessary);
- Production safety responsibility accidents and punishments;
- Prevention and treatment of occupational diseases .
- Insufficient contributions, false contributions , illegal withdrawal of contributions and overestimation of assets.
- Shareholders’ several illegitimate ways to make contributions:
- Other people’s assets;
- Unappraised assets;
- The house tenure;
- Repeat contribution with the company’s assets;
- Related contributed assets that have not been officially transferred and registered.
- Methods of contributions inconsistent with Company Law or Articles of Association (AA) :
- Insufficient monetary contributions;
- Absence of Capital Verification Report;
- Contributions in kind or in intellectual property rights inconsistent with AA;
- Other related issues: shares held as authorized by another party, shares held by a trust, the labor union or the employee.
- Companies of over 200 shareholders.
5. State-owned/collective Assets
- Flawed approval procedures for the restructuring of SOEs, incompliant approval departments or level of approval;
- Faulty implementation procedures for transfer of state-owned shares and capital increase;
- For instance, paucity of approval, assessment and open trading; no bidding, auction and listing procedures. (This is why Beijing Sifang Automation was denied an IPO);
- Legal flaws in the government-sponsored service institutions restructuring procedures;
- Defective procedures for the restructuring of collective enterprises and individual assets quantification.
6. Land and Building
- No property certificates of land or housing and no solution to paucity of the property certificates.
- For instance, not in accordance with the holistic planning;
- Expiration of temporary use of construction site (Qingdao Hengda was denied an IPO because its uncertain property certificates might give rise to the readjustment of its operation plan);
- Illegitimately leased land or factories.
- For example, collective land, forestland, military site, allotted land or other buildings on land are leased without abiding by legal procedures. (Jiangsu Gaoke Petrochemical and Comlink Electronics were denied their IPO for no possession of property certificates of leasing collective land or other property).
7. Other Issues
The issues mentioned above are common in companies’ IPO process. Other key issues and some companies that failed to launch their IPO are as follows:
- Competition among businesses with controlling shareholders (GMG International Tendering);
- Related-party transaction (SVG Optronics);
- Capital misappropriation (Jincheng Anthracite Mining);
- Business independence (Yuxing Film Technology);
- Business dependence (Yuanyang Cable);
- Operation qualification (Chengda Pharmaceuticals);
- Major changes in controlling shareholders, actual controllers and qualification of management in past three years (Fujian Tengxin Foods was denied an IPO for the qualification of its independent director)
- Major lawsuits and arbitration and administrative penalties (Shanghai Baolong Automotive was denied for pending lawsuits)
- Offshore framework of equity stake
- VAM and so forth.
No companies are without problems. Investors must conduct due diligence on these key issues and work with the companies for solutions. Also, Investors should be prudent in choosing companies that have costly and time-consuming difficulties and great uncertainties.
Board Director and Deputy General Manager
Beijing Chengdong International Modular Housing Co., Ltd
Chinese to English: 中国碳市场 General field: Science Detailed field: Government / Politics
Source text - Chinese 根据国家发改委的规划，全国碳排放市场建设按照总体设计、分步实施的原则，分三个阶段进行。
Translation - English A national carbon emissions market, consisting of three phases, will be well-designed holistically and implemented on a step-by-step basis, according to the plan by the National Development and Reform Commission (NDRC).
2014 and this year is the initial phase of preparation. This year’s key missions include:
First, collection of historical carbon emissions statistic data, and basic capacity building are needed in non-pilot regions. The experience learned in the carbon-trading pilot regions is required for the rapid establishment of a scientific and accurate Monitoring, Reporting and Verification (MRV) system .
Second, at the national level, projects like Partnership for Market Readiness (PMR) by the World Bank are needed to advance the top-down institutional design of the national carbon market by determining its coverage and scope of sectors , the emission quotas, the permits allocation method, trading mechanisms and market regulatory mechanisms.
Third, the carbon market must be protected by legislation and regulation. The legislative level needs to be elevated on the basis of the Interim Methods. Administrative regulations issued by the State Council, and supporting policies and technical standards will pave the way for initiating carbon trading.
The timeframe of the 13th Five-Year Plan is the operation and improvement phase. The key work in the beginning focuses on initial allocation of allowances and the market’s operation after completing verification of historical emissions and the list of covered enterprises. In the 13th Five-Year Plan, the government will strive for the comprehensive implementation of the emissions trading system and improve the trading institutions, thereby maintaining the market’s stable performance.
After 2020 comes the maturity phase. Its primary mission is to develop diversified trading products and models for a stable, healthy and dynamic market, and bring into fuller play market-based mechanisms for carbon reduction.
The successful experience from pilot regions is vital for a national carbon market. After nearly two years of practices, such experience falls into the following three aspects:
To begin with, carbon markets are new, policy-oriented markets with the goal of emissions control. Their complicated establishment requires high institutional cost owing to demands for good databases, meticulous institutional design, supporting infrastructure, stringent legal protection. The most vital function of pilot carbon markets is that they have attested to the feasibility of carbon trading systems and carbon markets in China, and have gained profound operational experience. Pilot carbon markets have largely performed well over the past year. Carbon-trading systems have operated smoothly with orderly reporting and verification, quota allocation, trading and compliance activities. This has helped acquire confidence and valuable experience for the national carbon market.
Second, enjoying a vast land, China differs greatly in levels of economic development, industrial structures and geographical distribution of industries from region to region. Never before have we seen this in carbon markets in the European Union, USA, Australia, and New Zealand. Hence, it is much more difficult to build carbon markets in China than in developed countries even only in terms of regional differences. Pilot regions of carbon emissions rights trading encompass China’s all types of economies. Pilot programs have addressed the applicability of carbon markets in different regions through practices.
Third, carbon markets are one of the policy tools for greenhouse gas emissions reduction. Other major options include carbon taxes and direct administrative control. Every policy has both merits and demerits. During the 12th Five-Year Plan, China considered implementing the policy of greenhouse gas emissions reduction for the very first time. Because opting for certain policies are susceptible to great uncertainty, adopting which policy at the national level requires even more research and preparation. Practices of the pilot programs have sufficiently indicated that continuing to galvanize the development of the national carbon market will help the accomplishment of China’s goals of cutting carbon dioxide emissions per unit of GDP by 40% to 45% from the 2005 level by 2020 , and achieving the peaking of its emissions around 2030 .
Chinese to English: 精品酒店宣传册 General field: Social Sciences Detailed field: Tourism & Travel
Translation - English A Luxurious Hotel near Lingyin Temple for Sound Sleep
Custom of praying for blessing at Lingyin Temple
When New Year is around the corner, praying for families’ blessing at Lingyin Temple has become the most solemn custom for people in Suzhou and Hangzhou, especially in Shanghai. For visitors to the Temple, Pins De La Brume offers a luxurious experience featuring a tranquil environment and private quality time.
Pins De La Brume, a perfect homely enjoyment with serenity.
About the hotel
Located at No.18-8 Lingyin Street of Hangzhou, the newly opened luxury resort is concealed between mountains and rivers. It faces the mesmerizing Xixi Wetlands of West Lake Scenic Area to the northwest, and stands within walking distance from the thousand-year-old Lingyin Temple and Lingshun Temple to the west . Outside the hotel lies the Baileqiao Village, the only passage for pilgrims since ancient times. Embraced by fresh tea garden, lush pines and cherry blossom trees, the hotel provides our guests with verdant trees, fresh air, and everlasting tranquility.
Spacious and bright interior with orderly furnishings render the hotel utterly modern. The European-style indoor furniture is hand-made, using unique materials. Famous producers with exquisite craftsmanship tailor the lighting, tables, chairs and tableware.
To create homely comfort and ease of mind upon entering the lobby for our guests, many renowned designers have worked together to incorporate Zen perfectly into local breathtaking natural scenery. We enchant people with scenic views and nourish their mind with Zen.
Investment and Room Amenities
We have invested 200 million yuan in building a high-end boutique hotel with guaranteed top-class services .
Luxury, comfort and elegance characterize our 42 guest rooms and suites, including 25 garden view rooms, three two-bedroom suites and one Pins De La Brume Suite and other rooms. Each guest room has been built with world-class amenities: L’Occitane en Provence toiletries, Hyosung floor heating system, Inax automatic toilets, independent bathtubs, double sinks, and remote control motorized shades French windows. What’s more, the hotel offers Simmons® mattress to create relaxing atmosphere for our dear guests’ sound sleep.
Here, you have access to high-end multi-functional hall, a swimming pool, fragrant spa services, chess and card rooms, outdoor tea bars and other recreational facilities. All resort facilities can meet our guests’ individual requirements, and they may enjoy the peace of mind and body.
Thoughtful Services, Fresh Food and Zen
We are known for VIP butler services. There are also two Mercedes-Benz cars at your service, anytime and anywhere.
We hire domestically renowned chefs to cook fresh dishes. Canton, Fujian, Zhejiang and Jiangsu cuisines are our key features. The delicately prepared dishes comprise great look, smell, taste and tonic quality. The hotel exclusively chooses local ingredients, such as green vegetables and poultry from local farms in Jiande . Fresh vegetables and fish are the main dishes, providing modern metropolitans with mellow and delicious meals.
The Zen room allows you to taste tea and practice meditation for self-discovery with masters from the Temple. We invite prestigious monks from all over the country to preach what people may learn from personal gain and loss in life over a cup of tea. In the process, you can find inner peace and spiritual enlightenment in this oasis of calm away from the hustle and bustle of fast-paced city life.
Situated at the prime location around the enchanting West Lake, Pins De La Brume Hotel offers the best staying choice for our guests in pursuit of inner peace and urban escape. We highly recommend that all our guests take a walk to the Temples to pray for blessing towards New Year. You can devoutly burn incense infused with all great wishes for the year to come.
When it comes to praying for the New Year, Pins De La Brume Hotel is as best as you can get.
Master's degree - Simultaneous Interpretation, Graduate School of Translation and Interpretation, Beijing Foreign Studies University
Years of translation experience: 3. Registered at ProZ.com: Dec 2017. Became a member: Jan 2018.
Chinese to English (Beijing Foreign Studies University. Graduate School of Translation and Interpretation) English to Chinese (Beijing Foreign Studies University. Graduate School of Translation and Interpretation)
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