2. affiliate 在英语合同中通常表达“关联方”或“关联公司”,表示“关联公司”的词还有 subsidiary, division等。affiliate, subsidiary一般是指具有法人地位的子公司。
译文:
认购协议
日期:2013年6月10日
地点:
通过支付普通股的购买价格,向BA公司交付它的应付支票,以下指定投资者据此申购BA公司指定的普通股购买数目,每股 0.01美元。
通过这种付款方式,指定投资者承认收到认购协议,其中的条款支配在此认购的普通股的投资。
1. 投资
(1)股份数目:10, 000
(2)资金总数:100美元
投资者支票日期:2013年6月17日之前
2. 注册
(1)注册所有人:
(2)邮寄地址:
(3)出生日期:
(4)雇员或会员 是______否 √
(5)社会保险号:
(6)电话号码:
3.所有权
[ ]自然联权共有人
[ ]法人所有权
[√]个人所有
[ ]合伙
[ ]其他
4. 签名
授权签名:
日期:2013年6月10日
签名:BA公司
日期:2013年6月10日
寄:BA公司
例二:
Company A
and
Company B
COMMON STOCK PURCHASE AGREEMENT
November 20, 2009
COMMON STOCK PURCHASE AGREEMENT
This COMMON STOCK PURCHASE AGREEMENT(this“ Agreement”)is entered into at Beijing City, PRC as of November 20, 2009, by and between:Company A (the“Company”), a company duly incorporated and validly existing under the Laws of Nevada, with its registered address at 502 East John Street, Carson City, Nevada, 89706, United States; and Company B (the“Purchaser”), a limited liability company duly incorporated and validly existing under the Laws of the PRC, with its address at 1047 Tushan Road Bengbu, Anhui Province, PRC.
RECITALS
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to the investment to be made hereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, 9,000,000 Common Shares for an aggregate purchase price of US$9,000,000.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE COMPANY AND THE PURCHASER AGREE AS FOLLOWS:
1. DEFINITIONS
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1:
“Agreement”has the meaning ascribed to such term in the Recitals to this Agreement.
“Business Day”means any day, other than a Saturday, Sunday or other day on which the commercial banks in the United States or Hong Kong are authorized or required to be closed for the conduct of regular banking business.
“Closing”has the meaning ascribed to it in Section 3.1 of this Agreement.
“Common Shares”means the Companys common shares.
“Company”has the meaning ascribed to it in the Recitals of this Agreement.
“Contract”means a legally binding contract, agreement, understanding, indenture, note, bond, loan, instrument, lease, mortgage, franchise, or license.
“Governmental Authority”means the government of any nation, province, state, city, locality or other political subdivision of any thereof, or any authority, department, commission, board, bureau, agency, court, tribunal or instrumentality, or any applicable self-regulatory organization.
“Law”means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any governmental authority and any injunction, judgment, order, ruling, assessment or writ issued by any governmental authority.
“MOFCOM”means the Ministry of Commerce or, with respect to any matter to be submitted for examination and approval by the Ministry of Commerce, any government entity which is similarly competent to examine and approve such matter under the laws of the PRC.
“Material Adverse Effect”means any (a) event, occurrence, fact, condition, change or development that has had a material adverse effect on the legality, validity or enforceability of this Agreement, or (b) material impairment of the ability of the Company to perform its material obligations hereunder or under this Agreement, as applicable.
“NDRC”means the PRC National Development and Reform Commission, and any governmental body that is a successor thereto.
“P.R.C.”means the People Republic of China, but solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.
“Purchase Price”has the meaning ascribed to it in Section 2.1 of this Agreement.
“Purchaser”has the meaning ascribed to it in the recitals of this Agreement.
“Rule 144”has the meaning ascribed to it in Section 4.6 of this Agreement.
“SAFE”means the PRC State Administration of Foreign Exchange, and any governmental body that is a successor or subordinate thereto.
“SASAC”means the PRC State-owned Assets Supervision and Administration Commission of the PRC or, with respect to any matter to be submitted for examination and approval by the State- owned Assets Supervision and Administration Commission, any government entity which is similarly competent to examine and approve such matter under the laws of the PRC.
“SEC”means the United States Securities and Exchange Commission.
“Securities Act”means the United States Securities Act of 1933, as amended.
“Termination Date”has the meaning ascribed to it in Section 8.2 of this Agreement.
“UNCITRAL Rules”has the meaning ascribed to it in Section 12 of this Agreement.
2. PURCHASE OF COMMON SHARES
2.1 Sale and Issuance of Common Shares
Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3.1 below), the Purchaser agrees to purchase, and the Company agrees to issue and sell to the Purchaser, or an affiliate of the Purchaser pursuant to Section 3.2 below, 9,000,000 Common Shares, at a price of US$1.00 per share (the“Purchased Shares”), for an aggregate purchase price of US$9,000, 000 (the“Purchase Price”)