• 买卖合同
  • 赠与合同
  • 证券合同
  • 招投标合同
  • 投资合同
  • 劳动合同
  • 经营合同
  • 技术合同
  • 知识产权合同
  • 运输合同
  • 建设工程合同
  • 融资租赁合同
  • 承揽合同
  • 租赁合同
  • 借款合同
  • 合同范本
  • 投资合同,中英

    【投资合同】 bf88必发网 2017-07-10本文已影响

    篇一:委托投资协议中英文

    委托投资协议

    Entrusted Investment Agreement

    甲方(委托人):

    Party A (The grantor):

    身份证号ID No.:

    乙方(受托人):

    Party B (the trustee):

    身份证号ID No.:

    根据《中华人民共和国合同法》、《中华人民共和国公司法》以及英国证券相关法律法规,甲、乙达成如下协议。

    Subject to Contract Law of Peoples Republic of China,Company Law of Peoples Republic of China and relevant laws and regulations relating to UK securities, Party A and Party B enter into the following agreement

    一、委托事项

    Entrusted matters

    甲方将全权委托李忠全先生收购其英国雅惠生态农业集团PLC(YAHUI AGRICULTURE PLC)的英国股票股,其股票认购投资款共计人民币元,每笔交易不低于500股,每股价格按照前2个交易日的平均价(在2014年5月9号挂牌当天,认购其股票,将享受每股折合人民币7元/股的股原始股配售价,每人仅限10000股)计算。现甲方将该股

    票投资款全部委托给乙方管理,委托乙方严格按照英国天富资本(英国保荐商)的要求,在海外进行股权登记、过户等交割手续,使其持有英国农业集团PLC(AGRICULTURE PLC)股份。

    Party A will fully authorize Mr. Zhongquan Li to subscribe for ……….. UK shares of YAHUI AGRICULTURE PLC. Total investment of share subscription is RMB Yuan, with each transaction not less than 500 shares. The price of each share is the average price of 2 prior trading days (on the listing date-9th May, 2014, the investor will enjoy the price of original share 7 Yuan/share and each investor is limited to subscribe 10,000 shares that day ). Now Party A is authorizing Party B to manage the investment in share subscription, to complete the registration, transfer and other delivery process relating to shares and to ensure Party A hold the shares of YAHUI AGRICULTURE PLC 八、生效及其他 Validity and others

    本协议由双方签字和支付后即生效。本协议一式两份,双方各执一份,具有同等法律效力。

    The agreement will come into force after being signed and payment has been made. The agreement includes two copies and each party holds one copy separately. Two copies has the equal legal effect.

    甲方Party A: 乙方Party B:

    协议签订日期: 年月日

    Date:

    篇二:股权购买协议 中英文

    SERIES B PREFERRED SHARE

    PURCHASE AGREEMENT

    B 系列优先股股权购买协议

    W I T N E S S E T H:

    WHEREAS , the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company to raise additional capital by means of the issuance of o XXXX of the Company's Series B Preferred Shares, par value NIS 0.01 per share (the "Preferred B Shares"), to the Investor, at a price per Share of US (the "PPS"), and an aggregate purchase price of XX US Dollars (the "Investment Amount"), as more fully set forth in this Agreement; and

    鉴于,出于公司利益的考虑,公司董事会决定通过向投资方发行XXX股B 系列优先股来为公司筹集额外资本,票面价值为NIS 0.01,每股XXX美元,购买价格总计XXX美元(以下简称”投资总额”),如下文所示;

    WHEREAS , the Investor desires to invest in the Company an amount equal to the Investment Amount and purchase the Purchased Shares (as defined below) pursuant to the terms and conditions more fully set forth, and specifically subject to the Company's achievement of a certain milestone as provided herein;

    鉴于,投资方愿意依据下述条款和条件、在公司取得一定里程碑时投资XXX美元购买股票. WHEREAS, concurrently with the signature of this Agreement, has delivered to the Investor a commitment letter in the form attached hereto as Schedule 2.1.13

    whereby it has committed to transmit to the Company the balance of the OCS

    Funding Residual Amount (as defined below) in accordance with the terms set forth herein and therein.

    鉴于,本协议签署之时, XXXX(如下文定义)要向投资方以附件“2.1.13”的格式递交承诺函,承诺向公司支付OCS 资金残留金额(如下文定义) NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

    现在,在考虑到双方的承诺和契约规定,双方据此同意如下:

    股票的发行和购买

    1.1. Issue and Purchase of Shares. 股票的发行和购买

    Subject to the terms and conditions hereof, the Company shall issue and allot to the Investor, and the Investor shall purchase from the Company, an aggregate of (xxxx) of the Company's Series B Preferred Shares (the "Purchased Shares"), at a price per Share equal to the PPS, reflecting a pre-money valuation of the Company of xxx and calculated on a Fully Diluted Basis (as defined below), for the aggregate

    Investment Amount. The capitalization table of the Company reflecting the issued and outstanding share capital of the Company on a Fully Diluted Basis (as defined below), immediately prior to and immediately following the Closing (as defined below), is attached hereto as Schedule 1.1 (the "Capitalization Table").

    根据相关条款及条件,公司应对投资方发行并分配股票,投资方应从公司购买总计xxxx股B系列优先股(以下简称”购买的股票”),每股价格为xxx美元,反映出在全面摊薄基础上,公司交易总额的交易前市值为xxx美元.附件1.1(简称”资产表”)公司的资产表反映了交易结束前后在全面摊薄基础上公司已发行的流通股本.

    1.2. For the purposes of this Agreement, "Fully Diluted Basis" shall mean all issued and outstanding share capital of the Company, including (i) all ordinary shares of the Company, par value of NIS 0.01 each (the "Ordinary Shares"), (ii) all Preferred A shares of the Company, par value of NIS 0.01 each (the “Preferred A Shares”), and all Preferred B Shares, (iii) all securities convertible into Ordinary Shares being deemed so converted, (iv) all convertible loans being deemed so converted (v) all options, warrants and other rights to acquire shares or securities exchangeable or convertible for shares of the Company, being deemed so allocated, exercised and converted, and (vi) all options reserved for (including any unallocated option pool) and/or allocated for issuance to employees, consultants, officers, service providers or directors of the Company pursuant to any current share option plans, agreements or arrangements heretofore, prior to the Closing, approved by the Board of the Company (the "ESOP Pool") deemed converted and/or granted and/or exercised.

    “全面摊薄基础”代表公司已发行流通的股票.包括:1)所有的普通股,每股票面价值为NIS0.01;2)公司的A轮优先股和B轮优先股,每股票面价值为NIS0.01;3)所有被转换为普通股的证券;4)所有可转换贷款;5)被分配,行使和转换的所有期权,许可证或可取得可转换股票的其他权益; 6)在交割前,由公司董事会批准的、根据任何目前或未来激励性股票期权计划的协议或安排,为公司员工,顾问,高级管理人员,服务提供商,董事所保留的或直接向其分配的可被转化,授予,或行使的期权.

    1.3. (the “First Installment”) shall be paid to the Company at and subject to the Closing as defined in Section 2 herein, in consideration for the issuance to the Investor of xxxx Preferred B Shares (the "Closing Purchased Shares"), (ii) an amount of (the “Secon

    投资合同,中英

    d Installment”) shall be paid to the Company within xx months following the Closing Date (the "Second Installment Date") in consideration for the issuance to the Investor of xxx Preferred B Shares (the "Second Installment Shares"), and (iii) the remaining amount of the 2

    “Third Installment” shall be paid to the Company at and subject to the Third Installment Date (as defined below), in consideration for the issuance to the Investor of xxxxPreferred B Shares (the "Third Installment Shares").

    投资方的注资金额应分三期投资如下:1)在交割时应投资xxxx美元(以下简称”首期投资”) (根据第2章定义的“交割”的定义),作为对价,投资方将享有xxx 轮优先股(以下简称”交割购买的股票”).2)应在交割日结束后的xx月内投资60万美元(以下简称”二期投资”),投资方将获得xxxx股B轮优先股(以下简称”二期投资股票”);3)剩下的作为第三期投资应于三期投资日支付,投资方可获得xxxx优先股(以下简称”三期投资股票”)

    2. The closing of the sale and purchase of the Purchased Shares (the "Closing") shall take place at the offices of xxxx or remotely via the exchange of documents and signatures, at a time and on a date to be specified by the Parties, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver of all of the conditions set forth in Sections 7 and 8 below to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing) or at such other time and place as the Company and the Investor mutually agree upon in writing , but in any event, no later than 45 days following the signing of this Agreement (the date of the Closing being herein referred to as the "Closing Date"). "Business Day" shall mean any day other than Friday, Saturday, Sunday or any other day on which banks are legally permitted to be closed in Israel or in China. It is hereby clarified that to the extent the conditions set forth in Sections 7 and 8 below have not been satisfied (and/or waived as set forth herein) as of the Closing Date,股票购买的售卖结束地点是xxxx 或通过远程交换文件和签名,具体日期双方决定,但不得晚于如下7和8条规定条件圆满完成或免除(除了依其特点应于交割满足的条件)后的3个工作日,或者投资方和公司书面商定的日期和地点,但是任何情况下不得超过本协议签署后的45天..工作日可为任何一天,但不包括周五,周六和周日或以色列或中国银行的法定非营业时间.此处需要澄清的是,如果截止交割日7条和8条规定下的条件不满意(和/或放弃此处规定),双方同意此协议不具有效力,此处的任何一方不可撤销的放弃对对方的要求或本协议交割前出现的不利于预交割义务一方。

    2.1. 交割时的交付和交易

    At the Closing, the following transactions shall occur simultaneously (no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered): 交割时将同时发生如下交易(仅当交易完成、所有被要求的资料递交,交易才被视为完成,材料才被视为送达.) 股东决议 3

    True and correct copies of duly executed resolutions of the Company's shareholders, in the form attached hereto as shall be modified to create the Preferred B Shares; (ii) the execution, delivery and performance by the Company of this Agreement (including all schedules and exhibits attached hereto), the Director Indemnity Agreement (as defined below), the Repurchase Agreements (as defined below) , all instruments, documents, exhibits and agreements contemplated hereby or thereby or ancillary hereto or thereto (collectively with this Agreement, the "Transaction Agreements"), including without limitation, the performance of the Company's obligations hereunder and there under shall have been approved, to the extent such approval is necessary; and (iii) the current Articles of Association of the Company shall have been replaced with the Restated Articles (as defined below), effective as of the Closing Date. 公司股东已签署的、真实正确的决议应送达给投资方(以附件2.1.1的形式)。除此之外还包括:1)公司法定股本应修改以创建优先股B;2)由公司签署,交付和履行的本协议(包括所有附件和证件),董事赔偿协议,回购协议(定义如下),信托协议(定义如下)以及所有文书,文件,证物和由此或附准的公司义务的履行,若有此批准视为必要;3)目前公司的章程应由重申的章程所取代,自交割日起生效。 董事决议 True and correct copies of a duly executed resolution of the Board, in the form alia: (i) the execution, and performance by the Company of this Agreement and the Transaction Agreements shall have been approved; (ii) the issuance and allotment of the Purchased Shares to the Investor against and according to the payments of the First Installment, Second Installment and Third Installment shall have been approved; (iii) the reserving of a sufficient number of Ordinary Shares to be issued upon conversion of the Purchased B Shares shall have been approved; (iv) the approval of the reservation of xxxx Ordinary Shares under 以附件2.2.1的格式提交给投资方的真实正确的已签署的公司董事决议外,还应提交:1)公司此协议的交付和执行及交易协议获得批准;2)根据投资方1,2,3期的投资额发行并分配相应的股票给投资方;3)在优先股B获得转化的基础上保留足够的普通股数量.4) 在员工期权计划下,批准保留xxx 股普通股;及5)签字权 At the Closing Date, the Company shall replace its current Articles of Association by adopting the Amended and Restated Articles of Association of the Company (the "Restated Articles") in the form attached hereto as and the Company shall file the Restated Articles with the Israeli immediately following the Closing Date. 自交割之日起,公司的现有章程由已修定重述的章程(简称”重述章程”)所取代,形式如附表2.1.3。交割日后,公司向以色列公司注册局提交重述的章程. 4

    The Company shall deliver to the Investor a letter in the form attached hereto as signed by each shareholder of the Company holding any similar rights, by virtue of which such shareholder may be entitled to purchase or receive securities of the Company in connection with the transactions contemplated hereunder (collectively, "Participation and Other Rights"), pursuant to which he, she or it has waived such Participation and Other Rights with respect to the transactions contemplated by this Agreement and/or any other Transaction Agreement(s), including without limitation, with respect to any conversion of the Purchased Shares into ordinary shares of the Company. 公司向投资方提交信件形式如附件2.1.4 信件需由公司每个拥有优先权,反稀释权,和其他参与/否决权或其他类似权利的股东签字.通过这股东才有权购买或收到交易中公司发行的证券.据此,他/她已放弃交易中协议的参与权或其他权利,包括但不限于已购买的优先股转化为普通股. Subject to Section 2.1.14 below, the Company shall deliver to the Investor a validly executed share certificate in the form attached hereto as in the shall register the allotment of the Closing Purchased Shares to the Investor in the Company's Shareholders Register in the form attached hereto as and shall deliver a copy of the register to the Investor. 根据下文2.1.14,公司向投资方交付有效签署的股权证书,形式如附件2.1.5A.以投资方的名义反映所有的交割购买股票.公司向公司股东注册局注册交割购买股票的分配并向投资方提交注册副本,形式如附件2.1.5B. The Company shall deliver to the Investor a certificate, substantially in the form 交割之日,公司向投资方提交由CEO签署的证书,形式如附件2.1.6. The Company shall deliver to the Investor an opinion, in the form attached hereto 公司向投资方提交署有交割日期、xxx 律所的顾问意见,形式如附件2.1.7 The Company shall deliver to the Investor a copy of the notices to be sent to the Israeli Registrar of Companies of the issuance of the Closing Purchased Shares 公司向投资方附件,以附件2.1.8的形式.

    The Investor shall provide a written notice of appointment of one director to the Board (the “Investor’s Director”), and the Board shall be comprised and designated in accordance with the Restated Articles, and the Company shall promptly report the same to the Israeli Registrar of Companies immediately 投资方应向5

    篇三:险投资协议(英文版)

    This sample document is the work product of a coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. See the NVCA wesite for a list of the Working Group members This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample presents an array of (often mutually exclusive) options with respect to particular deal provisions.

    TERM SHEET

    Preliminary Notes

    This Term Sheet maps to the NVCA model documents, and for convenience the provisions are grouped according to the particular model document in which they may be found. Although this Term Sheet is perhaps somewhat longer than a "typical" VC Term Sheet, the aim is to provide a level of detail that makes the Term Sheet useful as both a road map for the document drafters and as a reference source for the business people to quickly find deal terms without the necessity of having to consult the legal documents (assuming of course there have been no changes to the material deal terms prior to execution of the final documents).

    TERM SHEET FOR SERIES A PREFERRED STOCK FINANCING OF [INSERT COMPANY NAME], INC.

    This Term Sheet summarizes the principal terms of the Series A Preferred Stock Financing of , Inc., a [Delaware] corporation (the “Company”). In consideration of the time and expense devoted and to be devoted by the Investors with respect to this investment, the No Shop/Confidentiality and Counsel and Expenses provisions of this Term Sheet shall be binding obligations of the Company whether or not the financing is consummated. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation that is satisfactory to the Investors. This Term Sheet shall be governed in all respects by the laws of the [State of Delaware].

    Closing Date: As soon as practicable following the Company’s acceptance of this

    Term Sheet and satisfaction of the Conditions to Closing (the

    “Closing”). [provide for multiple closings if applicable]

    Investor No. 1: [_______] shares ([__]%), $[_________]

    Investor No. 2: [_______] shares ([__]%), $[_________]

    [as well other investors mutually agreed upon by Investors and the

    Company]

    Amount Raised:

    Price Per Share:

    Pre-Money Valuation: $[________], [including $[________] from the conversion of principal [and interest] on bridge notes].1 $[________] per share (based on the capitalization of the Company set forth below) (the “Original Purchase Price”). The Original Purchase Price is based upon a fully-diluted pre-money

    valuation of $[_____] and a fully-diluted post-money valuation of

    $[______] (including an employee pool representing [__]% of the

    fully-diluted post-money capitalization).

    The Company’s capital structure before and after the Closing is set

    forth below:

    Pre-Financing Post-Financing Investors: Capitalization:

    1 Modify this provision to account for staged investments or investments dependent on the achievement of milestones by the Company.

    Security

    Common – Employee Stock Pool

    Issued

    Unissued

    [Common – Warrants]

    Series A Preferred

    Total

    Dividends: # of Shares % # of Shares % 2 [Alternative 1: Dividends will be paid on the Series A Preferred on

    an as-converted basis when, as, and if paid on the Common Stock]

    [Alternative 2: Non-cumulative dividends will be paid on the Series

    A Preferred in an amount equal to $[_____] per share of Series A

    Preferred when and if declared by the Board.]

    [Alternative 3: The Series A Preferred will carry an annual [__]%

    cumulative dividend [compounded annually], payable upon a

    liquidation or redemption. For any other dividends or distributions,

    participation with Common Stock on an as-converted basis.] 3

    The Charter is a public document, filed with the [Delaware] Secretary of State, that establishes all of the rights, preferences, privileges and restrictions of the Preferred Stock. Note that if the Preferred Stock does not have rights, preferences, and privileges materially superior to the Common Stock, then (after Closing) the Company cannot defensibly grant Common Stock options priced at a discount to the Preferred Stock. 2

    In some cases, accrued and unpaid dividends are payable on conversion as well as upon a liquidation event. Most typically, however, dividends are not paid if the preferred is converted. Another alternative is to give the Company the option to pay accrued and unpaid dividends in cash or in common shares valued at fair market value. The latter are referred to as “PIK” (payment-in-kind) dividends. 3

    Liquidation Preference:

    In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows:

    [Alternative 1 (non-participating Preferred Stock): First pay [one]

    times the Original Purchase Price [plus accrued dividends] [plus

    declared and unpaid dividends] on each share of Series A Preferred.

    The balance of any proceeds shall be distributed to holders of

    Common Stock.]

    [Alternative 2 (full participating Preferred Stock): First pay [one]

    times the Original Purchase Price [plus accrued dividends] [plus

    declared and unpaid dividends] on each share of Series A Preferred.

    Thereafter, the Series A Preferred participates with the Common

    Stock on an as-converted basis.]

    [Alternative 3 (cap on Preferred Stock participation rights): First

    pay [one] times the Original Purchase Price [plus accrued dividends]

    [plus declared and unpaid dividends] on each share of Series A

    Preferred. Thereafter, Series A Preferred participates with Common

    Stock on an as-converted basis until the holders of Series A

    Preferred receive an aggregate of [_____] times the Original

    Purchase Price.]

    A merger or consolidation (other than one in which stockholders of

    the Company own a majority by voting power of the outstanding

    shares of the surviving or acquiring corporation) and a sale, lease,

    transfer or other disposition of all or substantially all of the assets of

    the Company will be treated as a liquidation event (a “Deemed

    Liquidation Event”), thereby triggering payment of the liquidation

    preferences described above [unless the holders of [___]% of the

    Series A Preferred elect otherwise].

    Voting Rights: The Series A Preferred Stock shall vote together with the Common

    Stock on an as-converted basis, and not as a separate class, except

    (i) the Series A Preferred as a class shall be entitled to elect

    [_______] [(_)] members of the Board (the “Series A Directors”),

    (ii) as provided under “Protective Provisions” below or (iii) as

    required by law. The Company’s Certificate of Incorporation will

    provide that the number of authorized shares of Common Stock may

    be increased or decreased with the approval of a majority of the

    Preferred and Common Stock, voting together as a single class, and

    without a separate class vote by the Common Stock.4 For California corporations, one cannot “opt out” of the statutory requirement of a separate class vote by Common Stockholders to authorize shares of Common Stock. 4

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