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外文翻译中英文对照

外文翻译中英文对照

Strengths优势All these private sector banks hold strong position on CRM part, they have professional, dedicated and well-trained employees.所以这些私人银行在客户管理部分都持支持态度,他们拥有专业的、细致的、训练有素的员工。

Private sector banks offer a wide range of banking and financial products and financial services to corporate and retail customers through a variety of delivery channels such as ATMs, Internet-banking, mobile-banking, etc. 私有银行通过许多传递通道(如自动取款机、网上银行、手机银行等)提供大范围的银行和金融产品、金融服务进行合作并向客户零售。

The area could be Investment management banking, life and non-life insurance, venture capital and asset management, retail loans such as home loans, personal loans, educational loans, car loans, consumer durable loans, credit cards, etc. 涉及的领域包括投资管理银行、生命和非生命保险、风险投资与资产管理、零售贷款(如家庭贷款、个人贷款、教育贷款、汽车贷款、耐用消费品贷款、信用卡等)。

Private sector banks focus on customization of products that are designed to meet the specific needs of customers. 私人银行主要致力于为一些特殊需求的客户进行设计和产品定制。

毕业论文外文翻译格式【范本模板】

毕业论文外文翻译格式【范本模板】

因为学校对毕业论文中的外文翻译并无规定,为统一起见,特做以下要求:1、每篇字数为1500字左右,共两篇;2、每篇由两部分组成:译文+原文.3 附件中是一篇范本,具体字号、字体已标注。

外文翻译(包含原文)(宋体四号加粗)外文翻译一(宋体四号加粗)作者:(宋体小四号加粗)Kim Mee Hyun Director, Policy Research & Development Team,Korean Film Council(小四号)出处:(宋体小四号加粗)Korean Cinema from Origins to Renaissance(P358~P340) 韩国电影的发展及前景(标题:宋体四号加粗)1996~现在数量上的增长(正文:宋体小四)在过去的十年间,韩国电影经历了难以置信的增长。

上个世纪60年代,韩国电影迅速崛起,然而很快便陷入停滞状态,直到90年代以后,韩国电影又重新进入繁盛时期。

在这个时期,韩国电影在数量上并没有大幅的增长,但多部电影的观影人数达到了上千万人次。

1996年,韩国本土电影的市场占有量只有23.1%。

但是到了1998年,市场占有量增长到35。

8%,到2001年更是达到了50%。

虽然从1996年开始,韩国电影一直处在不断上升的过程中,但是直到1999年姜帝圭导演的《生死谍变》的成功才诞生了韩国电影的又一个高峰。

虽然《生死谍变》创造了韩国电影史上的最高电影票房纪录,但是1999年以后最高票房纪录几乎每年都会被刷新。

当人们都在津津乐道所谓的“韩国大片”时,2000年朴赞郁导演的《共同警备区JSA》和2001年郭暻泽导演的《朋友》均成功刷新了韩国电影最高票房纪录.2003年康佑硕导演的《实尾岛》和2004年姜帝圭导演的又一部力作《太极旗飘扬》开创了观影人数上千万人次的时代。

姜帝圭和康佑硕导演在韩国电影票房史上扮演了十分重要的角色。

从1993年的《特警冤家》到2003年的《实尾岛》,康佑硕导演了多部成功的电影。

外文文献翻译(图片版)

外文文献翻译(图片版)

本科毕业论文外文参考文献译文及原文学院经济与贸易学院专业经济学(贸易方向)年级班别2007级 1 班学号3207004154学生姓名欧阳倩指导教师童雪晖2010 年 6 月 3 日目录1 外文文献译文(一)中国银行业的改革和盈利能力(第1、2、4部分) (1)2 外文文献原文(一)CHINA’S BANKING REFORM AND PROFITABILITY(Part 1、2、4) (9)1概述世界银行(1997年)曾声称,中国的金融业是其经济的软肋。

当一国的经济增长的可持续性岌岌可危的时候,金融业的改革一直被认为是提高资金使用效率和消费型经济增长重新走向平衡的必要(Lardy,1998年,Prasad,2007年)。

事实上,不久前,中国的国有银行被视为“技术上破产”,它们的生存需要依靠充裕的国家流动资金。

但是,在银行改革开展以来,最近,强劲的盈利能力已恢复到国有商业银行的水平。

但自从中国的国有银行在不久之前已经走上了改革的道路,它可能过早宣布银行业的改革尚未取得完全的胜利。

此外,其坚实的财务表现虽然强劲,但不可持续增长。

随着经济增长在2008年全球经济衰退得带动下已经开始软化,银行预计将在一个比以前更加困难的经济形势下探索。

本文的目的不是要评价银行业改革对银行业绩的影响,这在一个完整的信贷周期后更好解决。

相反,我们的目标是通过审查改革的进展和银行改革战略,并分析其近期改革后的强劲的财务表现,但是这不能完全从迄今所进行的改革努力分离。

本文有三个部分。

在第二节中,我们回顾了中国的大型国有银行改革的战略,以及其执行情况,这是中国银行业改革的主要目标。

第三节中分析了2007年的财务表现集中在那些在市场上拥有浮动股份的四大国有商业银行:中国工商银行(工商银行),中国建设银行(建行),对中国银行(中银)和交通银行(交通银行)。

引人注目的是中国农业银行,它仍然处于重组上市过程中得适当时候的后期。

第四节总结一个对银行绩效评估。

外文翻译完整版

外文翻译完整版

毕业设计外文资料翻译原文题目:The Design and Retorfit of Buildings for Resistance to Blast-Induced Progressive Collapse 译文题目:建筑物的设计和改造抵抗由爆炸冲击引起的建筑物的连续倒塌院系名称:土木建筑学院专业班级:土木工程0303班学生姓名:吴建明学号:20034040332指导教师:白杨教师职称:讲师附件: 1.外文资料翻译译文;2.外文原文。

指导教师评语及成绩:签名: 2010年 4月 12日附件1:外文资料翻译译文译文标题(3号黑体,居中)×××××××××(小4号宋体,1.5倍行距)×××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××××…………。

(要求不少于3000汉字)建筑物的设计和改造抵抗由爆炸冲击引起的建筑物的连续倒塌1.简介在近现代史中,极端的爆炸事件推动了现有的设计方法和规范重新评估冲击荷载对建筑结构和它们的居住着的影响。

外文翻译---100个改变平面设计的观念(英文为图片)

外文翻译---100个改变平面设计的观念(英文为图片)

中文1850字100个改变平面设计的观念(部分)观念53 影子游戏平面设计师永久痴迷的问题之一,即是如何从平面世界中脱离出来。

他们想要让图像和文字摆脱二维水平的限制。

匈牙利裔艺术家LászlóMoholy-Nagy 终生都致力于解决这个棘手的问题。

通过摄影,以及用透镜、反射镜、滤光片来控制光影的方法,他赋予了静态的平面元素一种纵深和动态的感觉。

1929年的一本名为《14部包豪斯著作》的手册封面上,LászlóMoholy-Nagy通过从各种角度拍摄排字盘上的金属字并拼贴在一起的方法,创造了一种奇特的视觉混合物。

这些单词不仅突出于画面而且也不符合透视原理。

他意识到,将字形与它们被扭曲的影子放在一起,可以将纸面转换为一扇通往超凡脱俗的境界的窗口。

László Moholy-Nagy应该会喜欢美国艺术家Ed Ruscha的作品,他的单色的“文字作品”常和一种奇特的光影游戏联系在一起,受洛杉矶的印刷环境启发,他的作品介于电影标题序列和路边广告之间。

他创作于1990年的作品“Mighty Topic”则是以块状的大写字母为前景,而投射在背后墙上的是斜体的大小写的字母的模糊影子。

而且,投影被设计为一个陡峭的角度,一种视觉的荒谬。

然而,奇怪的是,图像并没有给人一种错误的印象,相反,它忠实地再现了一种视觉矛盾,并给南加利福尼亚州的风景、广告牌、汽车旅馆标志和大型加油站的遮檐注入了更多的个性。

2004年,巴黎Châtelet剧院宣传Richard Wagner的Tannhäuser的海报中,Rudi Meyer 用字体和阴影创造了一个幽灵似的视觉幻象。

透视上看,一个大写字母T投射出一个长长的令人生畏的十字架形状的阴影。

一个人们可能不会下意识地注意到的细节——T的角度和十字架阴影并不匹配——成就了作品给观者的怪异印象。

影子游戏经常用于舞台设计,所以并不令人意外,Rudi Meyer在为Châtelet剧院的7年任期中创造了许多这种的平面幻像。

本科毕业设计外文文献翻译

本科毕业设计外文文献翻译

(Shear wall st ructural design ofh igh-lev el fr ameworkWu Jiche ngAbstract : In t his pape r the basic c oncepts of man pow er from th e fra me sh ear w all str uc ture, analy sis of the struct ur al des ign of th e c ont ent of t he fr ame she ar wall, in cludi ng the seism ic wa ll she ar spa本科毕业设计外文文献翻译学校代码: 10128学 号:题 目:Shear wall structural design of high-level framework 学生姓名: 学 院:土木工程学院 系 别:建筑工程系 专 业:土木工程专业(建筑工程方向) 班 级:土木08-(5)班 指导教师: (副教授)nratiodesign, and a concretestructure in themost co mmonly usedframe shear wallstructurethedesign of p oints to note.Keywords: concrete; frameshearwall structure;high-risebuildingsThe wall is amodern high-rise buildings is an impo rtant buildingcontent, the size of theframe shear wall must comply with building regulations. The principle is that the largersizebut the thicknessmust besmaller geometric featuresshouldbe presented to the plate,the force is close to cylindrical.The wall shear wa ll structure is a flatcomponent. Itsexposure to the force along the plane level of therole ofshear and moment, must also take intoaccountthe vertical pressure.Operate under thecombined action ofbending moments and axial force andshear forcebythe cantilever deep beam under the action of the force levelto loo kinto the bottom mounted on the basis of. Shearwall isdividedinto a whole walland theassociated shear wall in theactual project,a wholewallfor exampl e, such as generalhousingconstruction in the gableor fish bone structure filmwalls and small openingswall.Coupled Shear walls are connected bythecoupling beam shear wall.Butbecause thegeneralcoupling beamstiffness is less thanthe wall stiffnessof the limbs,so. Walllimb aloneis obvious.The central beam of theinflection pointtopay attentionto thewall pressure than the limits of the limb axis. Will forma shortwide beams,widecolumn wall limbshear wall openings toolarge component atbothen ds with just the domain of variable cross-section ro din the internalforcesunder theactionof many Walllimb inflection point Therefore, the calcula tions and construction shouldAccordingtoapproximate the framestructure to consider.The designof shear walls shouldbe based on the characteristics of avariety ofwall itself,and differentmechanical ch aracteristicsand requirements,wall oftheinternalforcedistribution and failuremodes of specific and comprehensive consideration of the design reinforcement and structural measures. Frame shear wall structure design is to consider the structure of the overall analysis for both directionsofthehorizontal and verticaleffects. Obtain theinternal force is required in accordancewiththe bias or partial pull normal section forcecalculation.The wall structure oftheframe shear wall structural design of the content frame high-rise buildings, in the actual projectintheuse of themost seismic walls have sufficient quantitiesto meet thelimitsof the layer displacement, the location isrelatively flexible. Seismic wall for continuous layout,full-length through.Should bedesigned to avoid the wall mutations in limb length and alignment is notupand down the hole. The sametime.The inside of the hole marginscolumnshould not belessthan300mm inordertoguaranteethelengthof the column as the edgeof the component and constraint edgecomponents.Thebi-direc tional lateral force resisting structural form of vertical andhorizontalwallconnected.Each other as the affinityof the shear wall. For one, two seismic frame she ar walls,even beam highratio should notgreaterthan 5 and a height of not less than400mm.Midline columnand beams,wall midline shouldnotbe greater tha nthe columnwidthof1/4,in order toreduce thetorsional effect of the seismicaction onthecolumn.Otherwisecan be taken tostrengthen thestirrupratio inthe column tomake up.If theshear wall shearspan thanthe big two. Eventhe beamcro ss-height ratiogreaterthan 2.5, then the design pressure of thecut shouldnotmakeabig 0.2. However, if the shearwallshear spanratioof less than two couplingbeams span of less than 2.5, then the shear compres sion ratiois notgreater than 0.15. Theother hand,the bottom ofthe frame shear wallstructure to enhance thedesign should notbe less than200mmand notlessthanstorey 1/16,otherpartsshouldnot be less than 160mm and not less thanstorey 1/20. Aroundthe wall of the frame shear wall structure shouldbe set to the beam or dark beamand the side columntoform a border. Horizontal distributionofshear walls can from the shear effect,this design when building higher longeror framestructure reinforcement should be appropriatelyincreased, especially in the sensitiveparts of the beam position or temperature, stiffnesschange is bestappropriately increased, thenconsideration shouldbe givento the wallverticalreinforcement,because it is mainly from the bending effect, andtake in some multi-storeyshearwall structurereinforcedreinforcement rate -likelessconstrained edgeofthecomponent or components reinforcement of theedge component.References: [1 sad Hayashi,He Yaming. On the shortshear wall high-rise buildingdesign [J].Keyuan, 2008, (O2).高层框架剪力墙结构设计吴继成摘要: 本文从框架剪力墙结构设计的基本概念人手, 分析了框架剪力墙的构造设计内容, 包括抗震墙、剪跨比等的设计, 并出混凝土结构中最常用的框架剪力墙结构设计的注意要点。

外文翻译 英文

外文翻译 英文

2. WHAT CONSTITUTES FAIR DEALINGWEINBERGER v. UOP, INC.457 A.2d 701 (Del.Supr.19a3).MOORE, JUSTICE.This post-trial appeal was reheard en banc from a decision of the Court of Chancery. It was brought by the class action plaintiff below, a former shareholder of UOP, Inc., who challenged the elimination of UOP's minority shareholders by a cash-out merger between UOP and its majority owner, The Signal Companies, Inc. Originally, the defendants in this action were Signal, UOP, certain officers and directors of those companies, and UOP's investment banker, Lehman Brothers Kuhn Loeb, Inc. The present Chancellor held that the terms of the merger were fair to the plaintiff and the other minority shareholders of UOP. Accordingly, he entered judgment in favor of the defendants.Numerous points were raised by the parties, but we address only the following questions presented by the trial court's opinion:1) The plaintiffs duty to plead sufficient facts demonstrating the unfairness of the challenged merger;2) The burden of proof upon the parties where the merger has been approved by the purportedly informed vote of a majority of the minority shareholders;3) The fairness of the merger in terms of adequacy of the defendants' disclosures to the minority shareholders;4) The fairness of the merger in terms of adequacy of the price paid for the minority shares and the remedy appropriate to that issue; and5) The continued force and effect of Singer v. Magnavox Co., Del.Supr., 380 A.2d 969, 980 (1977), and its progeny.In ruling for the defendants, the Chancellor re-stated his earlier conclusion that the plaintiff in a suit challenging a cash-out merger must allege specific acts of fraud, misrepresentation or other items of misconduct to demonstrate the unfairness of the merger terms to the minority. We approve this rule and affirm it.The Chancellor also held that even though the ultimate burden of proof is on the majority shareholder to show by a preponderance of the evidence that the transaction is fair, it is first the burden of the plaintiff attacking the merger to demonstrate some basis for invoking the fairness obligation. We agree with that principle. However, where corporate action has been approved by an informed vote of a majority of the minority shareholders, we conclude that the burden entirely shifts ^ to the plaintiff to show that the transaction was unfair to the minority^- But in all this, the burden clearly remains on those relying on the vote to show that they completely disclosed all material facts relevant to the transaction.Here, the record does not support a conclusion that the minority stockholder vote was an informed one. Material information, necessary to acquaint those shareholders with the bargaining positions of Signal and UOP, was withheld under circumstances amounting to a breach of fiduciary duty. We therefore conclude that this merger does not meet the test of fairness, at least as we address that concept, and no burden thus shifted to the plaintiff by reason of the minority shareholder vote. Accordingly, we reverse and remand for further proceedings consistent herewith.In considering the nature of the remedy available under our law to minority shareholders in a cash-out merger, we believe that it is, and hereafter should be, an appraisal under 8 Del.C. § 262 as hereinafter construed. We therefore overrule Lynch v. Vickers Energy Corp., Del. Supr., 429 A.2d 497 (1981) {Lynch II) to the extent that it purports to limit a stockholder's monetary relief to a specific damage formula. But to give full effect to section 262 within the framework of the General Corporation Law we adopt a more liberal, less rigid and stylized, approach to the valuation process than has heretofore been permitted by our courts. While the present state of these proceedings does not admit the plaintiff to the appraisal remedy per se, the practical effect of the remedy we do grant him will be co-extensive with the liberalized valuation and appraisal methods we herein approve for cases coming after this decision.Our treatment of these matters has necessarily led us to a reconsideration of the business purpose rule announced in the trilogy of Singer A v. Magnavox Co., supra; Tanzer v. International General Industries, JT > Inc., DeL.Supr., 379 A.2d 1121 (1977); and Roland International Corp. v. Najjar, Del.Supr., 407 A.2d 1032 (1979). For the reasons hereafter set forth we consider that the business purpose requirement of these cases v J is no longer the law of Delaware.The facts found by the trial court, pertinent to the issues before us, are supported by the record, and we draw from them as set out in the Chancellor's opinion.Signal is a diversified, technically based company operating through various subsidiaries. Its stock is publicly traded on the New York, Philadelphia and Pacific Stock Exchanges. UOP, formerly known as Universal Oil Products Company, was a diversified industrial company engaged in various lines of business, including petroleum and petro-chemical services and related products, construction, fabricated metal products, transportation equipment products, chemicals and plastics, and other products and services including land development, lumber products and waste disposal. Its stock was publicly held and listed on the New York Stock Exchange.In 1974 Signal sold one of its wholly-owned subsidiaries for $420,000,000 in cash. See Gimbel v. Signal Companies, Inc., Del.Ch., 316 A.2d 599, aff’d, Del.Supr., 316 A.2d 619 (1974). While looking to invest this cash surplus, Signal became interested in UOP as a possible acquisition. Friendly negotiations ensued, and Signal proposed to acquire a controlling interest in UOP at a price of $19 per share. UOP's representatives sought $25 per share. In the arm's length bargaining that followed, an understanding was reached whereby Signal agreed to purchase from UOP 1,500,000 shares of UOP's authorized but unissued stock at $21 per share.This purchase was contingent upon Signal^ making a successful cash tender offer for 4,300,000 publicly held shares of UOP, also at a price of $21 per share. This combined method of acquisition permitted Signal to acquire 5,800,000 shares of stock, representing 50.5% of UOP's outstanding shares. The UOP board of directors advised the company's shareholders that it had no objection to Signal's tender offer at that price. Immediately before the announcement of the tender offer, UOP's common stock had been trading on the New York Stock Exchange at a fraction under $14 per share.The negotiations between Signal and UOP occurred during April 1975, and the resulting tender offer was greatly oversubscribed. However, Signal limited its total purchase of the tendered shares so that, when coupled with the stock bought from UOP, it had achieved its goalof becoming a 50.5% shareholderAlthough UOP’ board consisted of thirteen directors, Signal nominated and elected only six. Of these, five were either directors or employees of Signal. The sixth, a partner in the banking firm of Lazard Freres & Co., had been one of Signal's representatives in the negotiations and bargaining with UOP concerning the tender offer and purchase price of the UOP shares.However, the president and chief executive officer of UOP retired during 1975, and Signal caused him to be replaced by James V. Crawford, a long-time employee and senior executive vice president of one of Signal's wholly-owned subsidiaries. Crawford succeeded his predecessor on UOP's board of directors and also was made a director of Signal.By the end of 1977 Signal basically was unsuccessful in finding other suitable investment candidates for its excess cash, and by February 1978 considered that it had no other realistic acquisitions available to it on a friendly basis. Once again its attention turned to UOP.The trial court found that at the instigation of certain Signal management personnel, including William W. Walkup, its board chairman, and Forrest N. Shumway, its president, a feasibility study was made concerning the possible acquisition of the balance of UOP's outstanding shares. This study was performed by two Signal officers, Charles S. Arledge, vice president (director of planning), and Andrew J. Chitiea, senior vice president (chief financial officer). Messrs. Walkup, Shumway, Arledge and Chitiea were all directors of UOP in addition to their membership on the Signal board.Arledge and Chitiea concluded that it would be a good investment for Signal to acquire the remaining 49.5% of UOP shares at any price up to $24 each. Their report was discussed between Walkup and Shumway who, along with Arledge, Chitiea and Brewster L. Arms, internal counsel for Signal, constituted Signal's senior management. In particular, they talked about the proper price to be paid if the acquisition was pursued, purportedly keeping in mind that as UOP's majority shareholder, Signal owed a fiduciary responsibility to both its own stockholders as well as to UOP's minority. It was ultimately agreed that a meeting of Signal's Executive Committee would be called to propose that Signal acquire the remaining outstanding stock of UOP through a cash-out merger in the range of $20 to $21 per share.The Executive Committee meeting was set for February 28, 1978. As a courtesy, UOP's president, Crawford, was invited to attend, although he was not a member of Signal's executive committee. On his arrival, and prior to the meeting, Crawford was asked to meet privately with Walkup and Shumway. He was then told of Signal's plan to acquire full ownership of UOP and was asked for his reaction to the proposed price range of $20 to $21 per share. Crawford said he thought such a price would be "generous", and that it was certainly one which should be submitted to UOP's minority shareholders for their ultimate consideration. He stated, however, that Signal's 100% ownership could cause internal problems at UOP. He believed that employees would have to be given some assurance of their future place in a fully- owned Signal subsidiary. Otherwise, he feared the departure of essential personnel. Also, many of UOP's key employees had stock option incentive programs which would be wiped out by a merger. Crawford therefore urged that some adjustment would have to be made, such as providing a comparable incentive in Signal's shares, if after the merger he was to maintain his quality of personnel and efficiency at UOP.Thus, Crawford voiced no objection to the $20 to $21 price range, nor did he suggest that Signal should consider paying more than $21 per share for the minority interests. Later, at the Executive Committee meeting the same factors were discussed, with Crawford repeating the position he earlier took with Walkup and Shumway. Also considered was the 1975 tender offer andthe fact that it had been greatly oversubscribed at $21 per share. For many reasons, Signal's manage¬ment concluded that the acquisition of UOP's minority shares provided the solution to a number of its business problems.Thus, it was the consensus that a price of $20 to $21 per share would be fair to both Signal and the minority shareholders of UOP. Signal's executive committee authorized its management "to negotiate" with UOP "for a cash acquisition of the minority ownership in UOP, Inc., with the intention of presenting a proposal to [Signal's] board of directors * * * on March 6, 1978". Immediately after this February 28, 1978 meeting, Signal issued a press release stating: The Signal Companies, Inc. and UOP, Inc. are conducting negotiations for the acquisition for cash by Signal of the 49.5 per cent of UOP which it does not presently own, announced Forrest N. Shumway, president and chief executive officer of Signal, and James V. Crawford, UOP president. Price and other terms of the proposed transaction have not y et been finalized and would be subject to approval of the boards of directors of Signal and UOP, scheduled to meet early next week, the stockholders of UOP and certain federal agencies.The announcement also referred to the fact that the closing price of UOP's common stock on that day was $14.50 per share.Two days later, on March 2, 1978, Signal issued a second press release stating that its management would recommend a price in the range of $20 to $21 per share for UOP's 49.5% minority interest. This announcement referred to Signal's earlier statement that "negotiations" were being conducted for the acquisition of the minority shares.Between Tuesday, February 28, 1978 and Monday, March 6,1978, a total of four business days, Crawford spoke by telephone with all of UOP's non-Signal, i.e., outside, directors. Also during that period, Crawford retained Lehman Brothers to render a fairness opinion as to the price offered the minority for its stock. He gave two reasons for this choice. First, the time schedule between the announcement and the board meetings was short (by then only three business days) and since Lehman Brothers had been acting as UOP's investment banker for many years, Crawford felt that it would be in the best position to respond on such brief notice. Second, James W. Glanville, a long-time director of UOP and a partner in Lehman Brothers, had acted as a financial advisor to UOP for many years. Crawford believed that Glanville's familiarity with UOP, as a member of its board, would also be of assistance in enabling Lehman Brothers to render a fairness opinion within the existing time constraints.Crawford telephoned Glanville, who gave his assurance that Lehman Brothers had no conflicts that would prevent it from accepting the task. Glanville's immediate personal reaction was that a price of $20 to $21 would certainly be fair, since it represented almost a 50% premium over UOP's market price. Glanville sought a $250,000 fee for Lehman Brothers' services, but Crawford thought this too much. After further discussions Glanville finally agreed that Lehman Brothers would render its fairness opinion for $150,000.During this period Crawford also had several telephone contacts with Signal officials. In only one of them, however, was the price of the shares discussed. In a conversation with Walkup, Crawford advised that as a result of his communications with UOP's non-Signal directors, it was his feeling that the price would have to be the top of the proposed range, or $21 per share, if the approval of UOP's outside directors was to be obtained. But again, he did not seek any price higher than $21.Glanville assembled a three-man Lehman Brothers team to do the work on the fairness opinion. These persons examined relevant documents and information concerning UOP, including its annual reports and its Securities and Exchange Commission filings from 1973 through 1976, as well as its audited financial statements for 1977, its interim reports to shareholders, and its recent and historical market prices and trading volumes. In addition, on Friday, March 3, 1978, two members of the Lehman Brothers team flew to UOP's headquarters in Des Plaines, Illinois, to perform a "due diligence" visit, during the course of which they interviewed Crawford as well as UOP's general counsel, its chief financial officer, and other key executives and personnel.As a result, the Lehman Brothers team concluded that "the price of either $20 or $21 would be a fair price for the remaining shares of UOP". They telephoned this impression to Glanville, who was spending the weekend in Vermont.On Monday morning, March 6, 1978, Glanville and the senior member of the Lehman Brothers team flew to Des Plaines to attend the scheduled UOP directors meeting. Glanville looked over the assembled information during the flight. The two had with them the draft of a "fairness opinion letter" in which the price had been left blank. Either during or immediately prior to the directors' meeting, the two-page "fairness opinion letter" was typed in final form and the price of $21 per share was inserted.On March 6, 1978, both the Signal and UOP boards were convened to consider the proposed merger. Telephone communications were maintained between the two meetings. Walkup, Signal's board chairman, and also a UOP director, attended UOP's meeting with Crawford in order to present Signal's position and answer any questions that UOP's non-Signal directors might have. Arledge and Chitiea, along with Signal's other designees on UOP's board, participated by conference telephone. All of UOP's outside directors attended the meeting either in person or by conference telephone.First, Signal's board unanimously adopted a resolution authorizing Signal to propose to UOP a cash merger of $21 per share as outlined in a certain merger agreement, and other supporting documents. This proposal required that the merger be approved by a majority of UOP's outstanding minority shares voting at the stockholders meeting at which the merger would be considered, and that the minority shares voting in favor of the merger, when coupled with Signal's 50.5% interest would have to comprise at least two-thirds of all UOP shares. Otherwise the proposed merger would be deemed disapproved.UOP's board then considered the proposal. Copies of the agreement were delivered to the directors in attendance, and other copies had been forwarded earlier to the directors participating by telephone. They also had before them UOP financial data for 1974-1977, UOP's most recent financial statements, market price information, and budget projections for 1978. In addition they had Lehman Brothers' hurriedly prepared fairness opinion letter finding the price of $21 to be fair. Glanville, the Lehman Brothers partner, and UOP director, commented on the information that had gone into preparation of the letter.Signal also suggests that the Arledge-Chitiea feasibility study, indicating that a price of up to $24 per share would be a "good investment" for Signal, was discussed at the UOP directors' meeting. The Chancellor made no such finding, and our independent review of the record, detailed infra, satisfies us by a preponderance of the evidence that there was no discussion of this document at UOP's board meeting. Furthermore, it is clear beyond peradventure that nothing in that report was ever disclosed to UOP's minority shareholders prior to their approval of themerger.After consideration of Signal's proposal, Walkup and Crawford left the meeting to permit a free and uninhibited exchange between UOP's non-Signal directors. Upon their return a resolution to accept Signal's offer was then proposed and adopted. While Signal's men on UOP's board participated in various aspects of the meeting, they abstained from voting. However, the minutes show that each of them "if voting would have voted yes".On March 7, 1978, UOP sent a letter to its shareholders advising them of the action taken by UOP's board with respect to Signal's offer. This document pointed out, among other things, that on February 28, 1978 "both companies had announced negotiations were being conducted".Despite the swift board action of the two companies, the merger was not submitted to UOP's shareholders until their annual meeting on May 26, 1978. In the notice of that meeting and proxy statement sent to shareholders in May, UOP's management and board urged that the merger be approved. The proxy statement also advised:The price was determined after discussions between James V. Crawford, a director of Signal and Chief Executive Officer of UOP, and officers of Signal which took place during meetings on February 28, 1978, and in the course of several subsequent telephone conversations. (Emphasis added.)In the original draft of the proxy statement the word "negotiations" had been used rather than "discussions". However, when the Securities and Exchange Commission sought details of the "negotiations" as part of its review of these materials, the term was deleted and the word "discussions" was substituted. The proxy statement indicated that the vote of UOP's board in approving the merger had been unanimous. It also advised the shareholders that Lehman Brothers had given its opinion that the merger price of $21 per share was fair to UOP's minority. However, it did not disclose the hurried method by which this conclusion was reached.As of the record date of UOP's annual meeting, there were 11,488,302 shares of UOP common stock outstanding, 5,688,302 of which were owned by the minority. At the meeting only 56%, or 3,208,652, of the minority shares were voted. Of these, 2,953,812, or 51.9% of the total minority, voted for the merger, and 254,840 voted against it. When Signal's stock was added to the minority shares voting in favor, a total of 76.2% of UOP's outstanding shares approved the merger while only 2.2% opposed it.By its terms the merger became effective on May 26, 1978, and each share of UOP's stock held by the minority was automatically converted into a right to receive $21 cash.II.A.A primary issue mandating reversal is the preparation by two UOP directors, Arledge and Chitiea, of their feasibility study for the exclusive use and benefit of Signal. This document was of obvious significance to both Signal and UOP. Using UOP data, it described the advantages to Signal of ousting the minority at a price range of $21-$24 per share. Mr. Arledge, one of the authors, outlined the benefits to Signal:Purpose Of The Merger1) Provides an outstanding investment opportunity for Signal—(Better than any recent acquisition we have seen.)2) Increases Signal's earnings.3) Facilitates the flow of resources between Signal and its subsidiaries(Big factor—works both ways.)4) Provides cost savings potential for Signal and UOP.5) Improves the percentage of Signal's 'operating earnings' as opposed to 'holding company earnings'.6) Simplifies the understanding of Signal.7) Facilitates technological exchange among Signal's subsidiaries.8) Eliminates potential conflicts of interest.Having written those words, solely for the use of Signal it is clear from the record that neither Arledge nor Chitiea shared this report with their fellow directors of UOP. We are satisfied that no one else did either. This conduct hardly meets the fiduciary standards applicable to such a transaction * * *The Arledge-Chitiea report speaks for itself in supporting the Chancellor's finding that a price of up to $24 was a "good investment" for Signal. It shows that a return on the investment at $21 would be 15.7% versus 15.5% at $24 per share. This was a difference of only two-tenths of one percent, while it meant over $17,000,000 to the minority. Under such circumstances, paying UOP's minority shareholders $24 would have had relatively little long-term effect on Signal, and the Chancellor's findings concerning the benefit to Signal, even at a price of $24, were obviously correct. Levitt v. Bouvier, Del.Supr., 287 A.2d 671, 673 (1972).Certainly, this was a matter of material significance to UOP and its shareholders. Since the study was prepared by two UOP directors, using UOP information for the exclusive benefit of Signal, and nothing whatever was done to disclose it to the outside UOP directors or the minority shareholders, a question of breach of fiduciary duty arises. This problem occurs because there were common Signal-UOP directors participating, at least to some extent, in the UOP board's decision making processes without full disclosure of the conflicts they faced.7B.In assessing this situation, the Court of Chancery was required to:examine what information defendants had and to measure it against what they gave to the minority stockholders, in a context in which 'complete candor' is required. In other words, the limited function of the Court was to determine whether defendants had disclosed all information in their possession germane to the transaction in issue. And by 'germane' we mean, for present purposes, information such as a reasonable shareholder would consider important. in Priding whether. to sell or retain stock.* * ** * * Completeness, not adequacy, is both the norm and the mandate under present circumstances. Lynch v. Vickers Energy Corp., Del.Supr., 383 A.2d 278, 281 (1977) (Lynch /). This is merely stating in another way the long-existing principle of Delaware law that these Signal designated directors on UOP's board still owed UOP and its shareholders an uncompromising duty of loyalty. The classic language of Guth v. Loft, Inc., Del.Supr., 5 A.2d 503, 510 (1939), requires no embellishment:A public policy, existing through the years, and derived from a profound knowledge of human characteristics and motives, has established a rule that demands of a corporate officer or director, peremptorily and inexorably, the most scrupulous observance of his duty, not only affirmatively to protect the interests of the corporation committed to his charge, but also to refrainfrom doing anything that would work injury to the corporation, or to deprive it of. profit or advantage which his skill and ability might properly bring to it, or to enable it to make in the reasonable and lawful exercise of its powers. The rule that requires an undivided and unselfish loyalty to the corporation demands that there shall be no conflict between duty and self-interest. Given the absence of any attempt to structure this transaction on an arm's length basis, Signal cannot escape the effects of the conflicts it faced, particularly when its designees on UOP's board did not totally abstain from participation in the matter. There is no "safe harbor" for such divided loyalties in Delaware. When directors of a Delaware ^ corporation are on both sides of a transaction, they are required to demonstrate their utmost good faith and the most scrupulous inherent P fairness of the bargain. Gottlieb v. Heyden Chemical Corp., Del.Supr., 91 A.2d 57, 57-58 (1952). The requirement of fairness is unflinching in v rP y demand that where one stands on both sides of a transaction, he has the burden of establishing its entire fairness, sufficient to pass the test of careful scrutiny by the courts. Sterling v. Mayflower Hotel Corp., N, Del.Supr., 93 A.2d 107, 110 (1952); Bastian v. Bourns, Inc., Del.Ch., 256 A.2d 680, 681 (1969), aff’d, Del.Supr., 278 A.2d 467 (1970); David J. Greene & Co. v. Dunhill International Inc., Del.Ch., 249 A.2d 427, 431 (1968).There is no dilution of this obligation where one holds dual or multiple directorships, as in a parent-subsidiary context. Levien v. Sinclair Oil Corp., Del.Ch., 261 A.2d 911, 915 (1969). Thus, individuals who act in a dual capacity as directors of two corporations, one of whom is parent and the other subsidiary, owe the same duty of good management to both corporations, and in the absence of an independent negotiating structure (see note 7, supra), or the directors' total abstention from any participation in the matter, this duty is to be exercised in light of what is best for both companies. Warshaw v. Calhoun, Del. Supr., 221 A.2d 487, 492 (1966). The record demonstrates that Signal has not met this obligation.。

土木工程外文翻译(中英互译版)

土木工程外文翻译(中英互译版)

使用加固纤维聚合物增强混凝土梁的延性Nabil F. Grace, George Abel-Sayed, Wael F. Ragheb摘要:一种为加强结构延性的新型单轴柔软加强质地的聚合物(FRP)已在被研究,开发和生产(在结构测试的中心在劳伦斯技术大学)。

这种织物是两种碳纤维和一种玻璃纤维的混合物,而且经过设计它们在受拉屈服时应变值较低,从而表达出伪延性的性能。

通过对八根混凝土梁在弯曲荷载作用下的加固和检测对研制中的织物的效果和延性进行了研究。

用现在常用的单向碳纤维薄片、织物和板进行加固的相似梁也进行了检测,以便同用研制中的织物加固梁进行性能上的比拟。

这种织物经过设计具有和加固梁中的钢筋同时屈服的潜力,从而和未加固梁一样,它也能得到屈服台阶。

相对于那些用现在常用的碳纤维加固体系进行加固的梁,这种研制中的织物加固的梁承受更高的屈服荷载,并且有更高的延性指标。

这种研制中的织物对加固机制表达出更大的奉献。

关键词:混凝土,延性,纤维加固,变形介绍外贴粘合纤维增强聚合物〔FRP〕片和条带近来已经被确定是一种对钢筋混凝土结构进行修复和加固的有效手段。

关于应用外贴粘合FRP板、薄片和织物对混凝土梁进行变形加固的钢筋混凝土梁的性能,一些试验研究调查已经进行过报告。

Saadatmanesh和Ehsani〔1991〕检测了应用玻璃纤维增强聚合物(GFRP)板进行变形加固的钢筋混凝土梁的性能。

Ritchie等人〔1991〕检测了应用GFRP,碳纤维增强聚合物〔CFRP〕和G/CFRP板进行变形加固的钢筋混凝土梁的性能。

Grace等人〔1999〕和Triantafillou〔1992〕研究了应用CFRP薄片进行变形加固的钢筋混凝土梁的性能。

Norris,Saadatmanesh和Ehsani〔1997〕研究了应用单向CFRP薄片和CFRP织物进行加固的混凝土梁的性能。

在所有的这些研究中,加固的梁比未加固的梁承受更高的极限荷载。

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外文翻译
通常,应变计应用在两个方面:在机械和结构的实验力分析中和应用力,扭矩,压力,流量以及加速度传感器结构中。

非粘贴丝式应变计通常是当作专门的转换器来使用,其结构是使用一些有预载荷的电阻丝连接成惠斯登电桥,如图4.11:
在最初的预载荷中,四根金属丝的应变和电阻在理论上是相等的,它们组成一个平衡电桥,并且e0 = 0 (参考第10章电桥电路特性)。

输入端一个小的位移(满量程≈0.04 mm)将会使两根金属丝的拉力增大而使另外两根的拉力减小(假设金属丝不会变松弛),引起电阻阻值的变化,电桥失衡,输出电压与输入位移成比例。

金属丝可以由砷镍、镍铬和铁镍等多种合金制造,直径约为0.03 mm,可以承受的最大应力仅为0.002 N,灵敏系数为2到4,每个桥臂的电阻为120Ω到1,000Ω, 最大激励电压5到10V,满量程输出典型值为20到50mV。

粘结丝式应变计(现在主要被粘贴箔式结构的应变计取代)应用于应力分析和作为转换器。

具有很细丝式敏感栅粘贴在待测试件表面,来感受应变。

金属丝被埋入矩形的粘合剂中,不能弯曲从而如实地反映待测试件的压缩和拉伸应力。

因为金属丝的材料和尺寸与那些非粘贴应变计相似,所以灵敏度和电阻具有了可比性。

粘贴箔式应变计采用与丝式应变计相同或类似的材料,现在主要用于多用途力分析任务及多种传感器中。

其感应元件是利用光腐蚀工艺加工成厚度小于0.0002的薄片,当其形状改变时,它具有很大的灵活性。

如图4.12:
例如,这三个线形敏感栅应变计被设计成端部宽大的形状。

这种局部的增大将会减小横向灵敏度,以及在测量应变沿敏感栅单元的长度方向的分量时产生的干扰输入信号。

在丝式应变计中,这种端部形状也应用在纵向单元的连接处,以便增加横向抗干扰能力。

并且在制造过程中也非常方便在图4.12上的全部四个应变计上焊接焊盘。

采用蒸发沉积工艺制成的金属薄膜应变计与采用溅镀沉积工艺制成的应变片一样通常都作为转换器。

两种工艺首先都是使用一个合适弹性元件来转换局部应力的大小,就像使用粘贴箔式应变片一样。

就应力转换元件来说,它应该是一个薄的圆形金属光栅。

蒸发沉积工艺和溅镀沉积工艺都是使所有的应变计单元直接放在应变表面;而不是单独放上的,和粘贴式应变计一样。

在蒸发沉积工艺中,光栅在一个真空腔中,其外有绝缘材料。

加热绝缘材料让其蒸发,之后再冷凝,这样就会形成一个绝缘膜在光栅上面。

之后把合适的成型模板放在光栅上面,让金属应变材料重复的蒸发和冷凝。

在绝缘底层上形成我们想要的应变计的形状。

在溅镀过程中,一个薄的绝缘层在真空中再次沉积在整个光栅表面;但是,沉积的具体方法与蒸发沉积所用的方法不同。

之后把全部的金属应变材料层(不是模板)溅镀在绝缘底层上面。

现在把光栅从真空腔中移出来,并利用微缩图像技术,使用感光材料来描述出应变计的形状。

把光栅在放回到真空腔中,我们现在使用溅镀沉积来除去所有没有被掩盖的金属层,仅留下完整的应变计的形状。

箔膜应变计的电阻和灵敏系数通常和那些粘贴式箔应变计类似。

由于没有像粘贴式箔应变计那样使用粘合剂,所以薄膜式电阻应变计展现出了良好的频率特性和温度稳定性。

现在的溅镀技术发展为喷气发动机涡轮刀刃测量提供了的非常有用的耐高压、耐高温、耐腐蚀传感器。

粘贴半导体式应变计通常被用作转换器;但是,它们经常应用在应变非常小的地方。

它们是从采用特殊工艺的硅晶体上面切割下来的,并且N型和P型都可使用。

P型应变计在有拉伸应力的情况下电阻会增加,而N型应变计则减小。

它们的主要特点是具有特别高的灵敏系数---可以达到150。

式(4.14)表明这些高的灵敏系数主要取决于压阻效应,基于半导体的转换器一般叫做压阻转换器。

不幸的是,高的灵敏度系数通常伴随着高的温度系数,非线性和高的装配难度。

解决这些存在问题的方法,就是将其应用在传感器制造行业,但是这种转换器是无法应用到常规的应力分析中的。

扩散半导体式应变计(通常作为专用转换器),采用了在电子集成电路制造业中使用的扩散工艺。

以压力转换器为例,敏感栅采用硅材料而不是金属,而且可以通过在敏感栅上沉积杂质从而在特定的位置得到固有的应变单元以实现应变计的功能。

这种结构可以在某些场合降低成本,特别是在一个硅晶片上制造大量的敏感栅的时候。

这次讨论的余下内容主要集中在粘贴金属箔式应变计上面,因为它们是最有可能被那些单独的工程师应用在力分析和自制的转换器中。

这些应变计被安在一个绝缘薄膜上(聚酰亚胺,玻璃纤维增强酚醛等)其厚度约为0.001;由于粘结薄膜的厚度的存在,使厚度仅为0.0002的金属敏感栅在待测体的表面看起来比厚度为0.001绝缘薄膜苗条很多。

当我们想要测量弯曲应力而待测体又非常的薄的时候,这种转变非常有意义,因为应变计可以感受与待测体表面相近应变。

在力分析中,我们目标是想测量一个点的受力情况;而这在应变计中是无法实现的,因为敏感栅覆盖了一个有限的区域并且应变计显示的是这个区域的一个平均值;如果应变成线性变化,那么这个平均值就是这个应变计长度方向中点的值,如果应变不是成线性变化的话,应变计所显示的应力点就不确定了。

但是,这个不确定的范围随着应变计的尺寸减小而减小,所以当应变变化梯度很快的时候就需要尺寸小的应变计。

而实际的应变片的最小尺寸是由制造业的制造工艺和处理工艺还有装备问题所限制;最小的应变计的尺寸其长度大约在0.015(0.38mm)。

应变计可以应用在弯曲的表面。

最大弯曲半径在一些应变计中可以达到0.06。

应变计电阻的典型值一般是120,350和1000Ω,允许电流一般取决于热传导的环境,但我们一般还是取5到40mA;灵敏度系数是2 到4。

一个应变计的电阻是很容易测量的,但是测量灵敏度系数却需要把应变计粘贴到待测元件上面以便我们可以通过理论计算出应变的大小。

因为贴上的应变计无法从待测体上面拿下来,所以应变计的灵敏度系数并不是你买到的那个的实际灵敏度系数,而是在相同条件下对同一批应变计测量出的一个平均值。

因而我们利用制造业的统计质量控制技术来维持灵敏度系数的精度。

通常允许1%的误差,这也是力分析中精度的最低要求。

注意,这并不限制应变计的精度,因为转换器的校准是采用“端对端”(比如说在压力转换器中,输入压力,输出电压)所以我们并不需要知道应变计的灵敏度系数。

最大的测量误差可以在0.5%到4%;但是在特殊场合应变计设备允许测量达到0.1英寸/英寸。

应变计的疲劳特性由使用环境决定;但是通常1千万次弯曲允许±1,500微应变(即45,000磅/平方英寸在钢铁中,是常见的箔式应变计的设计满量程值)。

粘贴半导体式应变计工作满量程比较低(一般是20με),它可以设计成具有可在粗糙表面使用和具有快速响应的转换器以便应用在小范围的输入测量,而箔式应变计则需要比较平缓的弹性元件。

许多粘合剂都在改进以便可以更好的把应变计粘贴到待测体上。

应变片和粘贴方法都允许工作在-425℉ (-269℃) 到 1500℉ (816℃)的范围内。

在温度特别高的场合应采用焊接或者火焰喷涂的方法而不是采用粘合剂。

有些粘合剂可以在室温晒干,而有的需要烘焙。

晒干的时间可以从几分钟到几天。

粘结处的质量显然与应变计粘贴的正确性有关,因为我们完全依靠应变计把待测量体的形变转换到应变计的敏感栅上。

这种问题在高温、潮湿和长时间工作的环境里面尤为突出。

所以保护性的防水材料通常被用来提高可靠性。

除了单元件应变计,应变计联合起来的形式叫做应变花(如图4.13):
通常用在特殊的力分析结构或者转换器应用中。

当单个应变片以同样的式样被良好的粘贴时,这些应变计的相位就变成了主要的问题,而这个在花状制造工艺中实现要比用户利用单元件应变计自己制造要简单的多。

应变花通常用来解决那些大小和方向都不确定的表面应力的问题。

从理论上讲,采用具有3个花瓣状的应变计的测量方法可以测量出所有我们需要的数据。

因为这种测量方法是要在一个点上定义力的大小,所以从理论上讲3个应变计应该在这个点上有重合的部分。

这种“三明治”的结构(叫做层叠应变花)是非常可行的,但是,这种结构使最上的应变片远离待测量体表面,并且增加它的自热,因为它可以很好的隔离待测体表面的温度,尤其在待测体作为一个散热器的时候。

如果它的缺点比优点重要时,我们还可以使用平坦的花状设计,通常这种设计是可
行的(见图4.13)。

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