加载中…法律英语每日一句No.25：close-associates，connected-person，关联人
(2016-04-25 16:20:56)
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投资翻译法律英语法律翻译法律 |
分类： 法律英语每日一句 |
英文选自一份基石投资协议，提供翻译并解析，不吝赐教^^
今天来了解一下associates, close-associates, connected-person,
core-connected-person在香港主板上市规则中的定义，以及它和中国公司法中的关联人的区别。
http://s11/mw690/006qBkIfgy70W9iCK2Sba&690
请翻译
Each of the Investor (for itself and on behalf of the
Investor Subsidiary) and the Guarantor agrees and undertakes that,
save that with the prior written consent of the Company and the
Joint Global Coordinators, the aggregate holding (direct or
indirect) of the Investor, the Investor Subsidiary and the
Guarantor and their respective associates or close associates in
the total issued share capital of the Company shall be less than
10% of the Company’s entire issued share capital at all times and
it would not become a connected person of the Company within the
meaning of the Listing Rules.
参考译文
投资者（以其名义且代表投资者子公司）和担保人各方均同意且承诺，除非获得该公司和全球联席协调人的事先书面同意，则在该公司已发行的总股本中，投资者、投资者子公司、担保人及其各自的联系人或紧密联系人（直接或间接）的总持股量应始终少于该公司已发行的总股本的10%，且其不会成为上市规则意义中的该公司的关联人。
associates, close associates,
connected person, core connected
person
和中国公司法下的关联人的知识背景
英文的相关概念取自《香港主板上市规则》
（中国《公司法》）关联人包括关联法人和关联自然人
关联法人：
1）直接或者间接地控制上市公司的法人；
2）由前项所述法人直接或者间接控制的除上市公司及其控股子公司以外的法人；
3）关联自然人直接或者间接控制的、或者担任董事、高级管理人员的、除上市公司及其控股子公司以外的法人；
4）持有上市公司5%以上股份的法人或者一致行动人；
5）在过去12个月内或者根据相关协议安排在未来12月内存在上述情况之一的；
6）中国证监会、证券交易所或者上市公司根据实质重于形式的原则认定的其他与上市公司有特殊关系，可能或者已经造成上市公司对其利益倾斜的法人。
关联自然人：
1）直接或者渐渐持有上市公司5%以上股份的自然人；
2）上市公司董事、监事及高级管理人员；
3）直接或者间接地控制上市公司的法人的董事、监事及高级管理人员；
4）上述第1、2项所述人士的关系密切的家庭成员，包括配偶、父母、年满18周岁的子女及其配偶、兄弟姐妹及其配偶，配偶的父母、兄弟姐妹，子女配偶的父母（省略与上述相同的5、6）
“core connected person”
(a) for a company other than a PRC issuer, or any
subsidiary of a PRC issuer, means a director, chief executive or
substantial shareholder of the company or any of its subsidiaries
or a close associate of any of them; and
(b) for a PRC issuer means a director, supervisor, chief
executive or substantial shareholder of the PRC issuer or any of
its subsidiaries or close associate of any of them
14A.07 A “connected person” is:
(1) a director, chief executive or substantial
shareholder of the listed issuer or any of its
subsidiaries;
(2) a person who was a director of the listed issuer or
any of its subsidiaries in the last 12 months;
(3) a supervisor of a PRC issuer or any of its
subsidiaries;
(4) an associate of any of the above
persons;
(5) a connected subsidiary; or
(6) a person deemed to be connected by the
Exchange.
Where a listed issuer is an investment company listed
under Chapter 21, its connected persons also include an investment
manager, investment adviser or custodian (or any connected person
of any of them)
A deemed connected person includes a
person:
(1) who has entered, or proposes to enter,
into:
(a) a transaction with the listed issuer’s group;
and
(b) an agreement, arrangement, understanding or
undertaking (whether formal or informal and whether express or
implied) with a connected person described in rule 14A.07(1), (2)
or (3) with respect to the transaction; and
(2) who, in the Exchange’s opinion, should be considered
as a connected person.
A deemed connected person also includes a
person:
(1) who is:
(a) a father in-law, mother-in-law, son-in-law,
daughter-in-law, brother-in-law, sister-in-law, grandparent,
grandchild, uncle, aunt, cousin, nephew or niece(each a “relative”)
of a connected person described in rule 14A.07(1), (2) or (3);
or
(b) a majority-controlled company held, directly or
indirectly, by the relatives(individually or together) or held by
the relatives together with the connected person as described in
rule 14A.07(1), (2) or (3), the trustees, his immediate family
members and/or family members, or any subsidiary of that majority
controlled company; and
(2) whose association with the connected person is such
that, in the Exchange’s opinion, the proposed transaction should be
subject to the connected transaction requirements.
A “connected subsidiary” is:
(1) a non wholly-owned subsidiary of the listed issuer
where any connected person(s) at the issuer level, individually or
together, can exercise or control the exercise of 10% or more of
the voting power at the subsidiary’s general meeting. This 10%
excludes any indirect interest in the subsidiary which is held by
the connected person(s) through the listed issuer; or
(2) any subsidiary of a non wholly-owned subsidiary
referred to in (1) above
“close associate”
(a) in relation to an individual means:—
(i) his spouse;
(ii) any child or step-child, natural or adopted, under
the age of 18 years of the individual or of his
spouse (together with (a)(i) above, the “family
interests”);
(iii) the trustees, acting in their capacity as
trustees, of any trust of which he or any of his family interests
is a beneficiary or, in the case of a discretionary trust, is (to
his knowledge) a discretionary object; and
(iv) [Repealed 3 June 2010]
(v) any company in the equity capital of which he, his
family interests, and/or any of the trustees
referred to in (a)(iii) above, acting in their capacity
as such trustees, taken together are directly or indirectly
interested so as to exercise or control the exercise of 30% (or any
amount specified in the Takeovers Code as the level for triggering
a mandatory general offer) or more of the voting power at general
meetings, or to control the composition of a majority of the board
of directors and any subsidiary of this company; and
(b) in relation to a company means:—
(i) its subsidiary or holding company or a fellow
subsidiary of its holding company;
(ii) the trustees, acting in their capacity as trustees,
of any trust of which the company is a benefi ciary or, in the case
of a discretionary trust, is (to the company’s knowledge) a
discretionary object; and
(iii) [Repealed 3 June 2010]
(iv) any other company in the equity capital of which
the company, its subsidiary or holding
company, a fellow subsidiary of its holding company,
and/or any of the trustees referred to in (b)(ii) above, acting in
their capacity as such trustees, taken together are directly or
indirectly interested so as to exercise or control the exercise of
30% (or any amount specified in the Takeovers Code as the level for
triggering a mandatory general offer) or more of the voting power
at general meetings, or to control the composition of a majority of
the board of directors and any subsidiary of this other
company;
(c) a depositary acting in its capacity as a depositary
for depositary receipts, is not treated as a close associate of
holders of the depositary receipts for the purposes of (a) and (b)
merely because it is holding the shares of the issuer for the
benefit of the holders of the depositary receipts.
An “associate” of a connected person described in
rule 14A.07(1), (2) or (3) who is an individual
includes:
(1) (a) his spouse; his (or his spouse’s) child or
step-child, natural or adopted, under the age of 18 years (each an
“immediate family member”);
(b) the trustees, acting in their capacity as trustees
of any trust of which the individual or his immediate family member
is a beneficiary or, in the case of a discretionary trust(全权信托), is
(to his knowledge) a discretionary object (other than a trust which
is an employees’ share scheme(员工持股计划) or occupational pension
scheme(职业养老金计划) established for a wide scope of participants and
the connected persons’ aggregate interests in the scheme are less
than 30%) (the “trustees”); or
(c) a 30%-controlled company held, directly or
indirectly, by the individual, his immediate family members and/or
the trustees (individually or together), or any of its
subsidiaries;or
(2) (a) a person cohabiting with him as a spouse, or his
child, step-child, parent, stepparent, brother, step-brother,
sister or step-sister (each a “family member”); or
(b) a majority-controlled company held, directly or
indirectly, by the family members (individually or together), or
held by the family members together with the individual, his
immediate family members and/or the trustees, or any of its
subsidiaries
An “associate” of a connected person described in rule
14A.07(1), (2) or (3) which is a company includes:
(1) its subsidiary or holding company, or a fellow
subsidiary of the holding company;
(2) the trustees, acting in their capacity as trustees
of any trust of which the company is a beneficiary or, in the case
of a discretionary trust, is (to its knowledge) a discretionary
object (the “trustees”); or
(3) a 30%-controlled company held, directly or
indirectly, by the company, the companies referred to in (1) above,
and/or the trustees (individually or together), or any of its
subsidiaries.
A 30%-controlled company held by a person will not be
regarded as his or its associate if the person’s and his or its
associates’ interests in the company, other than those indirectly
held through the listed issuer’s group, are together less than
10%.
For PRC issuers only, a person’s associates include
any joint venture partner of a cooperative or contractual joint
venture (whether or not it is a separate legal entity)
where:
(1) the person (being an individual), his immediate
family members and/or the trustees; or
(2) the person (being a company), any company which is
its subsidiary or holding company or a fellow subsidiary of the
holding company, and/or the trustees, together directly or
indirectly hold 30% (or an amount that would trigger a mandatory
general offer or establish legal or management control over a
business enterprise under the PRC law) or more in the joint
venture’s capital or assets contributions, or the contractual share
of its profits or other income.
以上简单归类如下：
core connected person：公司及其子公司的董事、监事、高管、大股东，或该等人的close
associate。
connected
person：公司及其子公司的董事、监事、高管、大股东、过去12个月担任董事，或该等人的associate和relative，该等人及其associate和relative主要控股的公司，关联子公司（10%）、已签订或拟签订协议/交易等。
close associate：（自然人）immediate family
member，受托人，与上述人一起的30%控股公司；（公司）子公司，母公司，集团公司，公司的受托人等。
An “associate” of a connected person：（自然人）immediate
family member，受托人，与上述人一起的30%控股公司，family
member，与上述所有人一起主要控股的公司；（公司）子公司，母公司，集团公司，公司的受托人，与上述公司一起30%控股的公司。
http://s8/mw690/006qBkIfgy70uiWMP9J87&690
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