法律英语期末考试(整理)(2)

二、翻译

1.1“Affiliate”, in relation to a Party, means an entity that directly or indirectly controls, or is controlled by, or is under common control with, that Party. For the purpose of this definition, “control” means the ownership, directly or indirectly, of 50% or more of the voting shares, registered capital or other interests in such entity, or the possession, directly or indirectly, of the power to appoint a majority of the members of the management, management committee or board of directors or similar decision-making body of such entity, whether through the ownership of voting shares, by contract or otherwise.

1.1当涉及一方时，关联企业是指直接或间接控制一方，或被一方控制，或处于一方共同控制之下的实体。此定义中的“控制”是指在该实体中持有50%以上的表决权股份、注册资本或其他权益，或者是通过直接或间接持有表决权股份、合同或其他方式而有权任命该实体中管理层、管理委员会或董事会或类似的决策机构的多数成员。

5.6 Any change in the Registered Capital of the Joint Venture must be approved unanimously by the directors present in person or by proxy in a validly convened meeting of the Board and shall be submitted to the Authority for approval (if required by law). Upon receipt of the approval of the Authority, the Joint Venture shall register the change in registered capital with the Industry and Commerce Administration.

5.6合资企业注册资本的改变，必须经出席有效召开的董事会的董事或者其代理人一致同意，并报审批机构批准（如果法律要求）。在获得批准后，合资企业应当就注册资本的改变向工商管理部门办理变更登记手续。

5.7 Subject to the preceding clause, if the Board resolves to approve an increase in the Registered Capital, each Party shall have the right to subscribe for the additional Registered Capital in proportion to its equity interests in the Joint Venture or, with the consent of the other Party, in a proportion agreed to by the Parties. Each Party may waive its right to subscribe for such additional Registered Capital. If any Party waives in whole or in part its right to subscribe for such additional Registered Capital, the other Party shall have the right to subscribe with the same conditions for the additional Registered Capital under such waiver.

If the Registered Capital is increased as a result of a capital contribution to the Joint Venture by a third party other than an existing Shareholder, such third party shall subscribe for such additional Registered Capital at such price as agreed to by the existing Shareholders.

5.7根据前项条款，如果董事会作出增加注册资本的决议，每一方均有权按照其在合资企业中的股权比例认购新增的注册资本，或者经对方同意，按照协商一致的比例认购。每一方均可放弃认购新增注册资本的权利。如果一方全部或部分放弃认购新增注册资本的权利，另一方有权在同等条件下认购其放弃认购的新增注册资本。

如果合资企业注册资本增加是因为第三方而非现有股东的出资，该第三方应当以现有股东同意的价格认购该新增注册资本。

5.10 Subject to the terms of this Contract, the provisions of Chapter 5 on (T?)transfer shall not apply to any Transfer by a Party to its Affiliates. In such circumstances, the other Party shall agree and cause the directors appointed by it to the Board to approve such Transfer; but if required by the other Party in writing, the transferring Party shall, as a condition to the Transfer, issue a

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