VOTING RIGHTS PROXY AGREEMENT 投票权代理协议英汉对照
最新英文版独家代理协议锦集5篇
最新英文版独家代理协议锦集5篇篇1Exclusive Agency AgreementThis Exclusive Agency Agreement (the "Agreement") is entered into as of the date of signature (the "Effective Date") between [Company Name], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (the "Company"), and [Agent Name], an individual residing at [Address] (the "Agent").1. Appointment of AgentThe Company hereby appoints the Agent as its exclusive sales agent for the territory agreed upon by both parties (the "Territory"), for the purpose of selling and promoting the Company's products and services (the "Products") in the Territory.2. Duties of AgentThe Agent shall use their best efforts to market, promote, and sell the Products within the Territory. The Agent shall also provide feedback to the Company on market trends, customerneeds, and any other relevant information that may affect the sales of the Products.3. CompensationIn consideration for the services performed by the Agent under this Agreement, the Agent shall receive a commission on all sales of the Products made within the Territory. The commission rate and payment terms shall be as agreed upon by both parties in writing.4. Term and TerminationThis Agreement shall begin on the Effective Date and shall continue for an initial term of [Agreed Term], unless terminated earlier by mutual agreement or for cause. Either party may terminate this Agreement upon [Notice Period] written notice to the other party.5. ConfidentialityDuring the term of this Agreement and thereafter, the Agent agrees to keep all confidential information regarding the Company and its products confidential and not disclose it to any third party without the Company's written consent.6. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any disputes arising out of this Agreement shall be resolved through arbitration in [City], in accordance with the rules of [Arbitration Organization].7. Entire AgreementThis Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, between the parties.IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.[Company Name] [Agent Name]Signature: __________________ Signature: __________________Print Name: ________________ Print Name: ________________Date: ____________________ Date: _____________________篇2Exclusive Agency Agreement CollectionThis Exclusive Agency Agreement Collection includes a compilation of the latest English versions of exclusive agencyagreements, tailored to different industries and purposes. An exclusive agency agreement is a legal contract between a principal and an agent, in which the agent is granted the exclusive right to represent and promote the principal's products or services within a specified market or territory. This collection features a variety of exclusive agency agreements, each designed to address specific needs and requirements, ensuring that both parties are fully protected and satisfied.The exclusive agency agreements included in this collection cover a wide range of industries, such as real estate, healthcare, technology, and more. These agreements are crafted by legal professionals with expertise in contract law and industry-specific regulations, ensuring that they are comprehensive, clear, and enforceable. Whether you are a principal looking for an experienced agent to represent your business, or an agent seeking exclusive rights to market a product or service, this collection has you covered.Key features of the Exclusive Agency Agreement Collection:1. Customizable templates: Each exclusive agency agreement template is fully customizable, allowing you to tailor the agreement to your specific needs and requirements. You can easily add or remove clauses, insert company logos andbranding, and make other modifications to ensure that the agreement reflects the unique relationship between the principal and agent.2. Clear and comprehensive language: The exclusive agency agreements in this collection are written in clear and comprehensive language, making them easy to understand for both parties. Legal jargon is minimized, and complex concepts are explained in simple terms, ensuring that the agreement is accessible to all parties involved.3. Industry-specific provisions: The exclusive agency agreements in this collection include industry-specific provisions that address the unique requirements of each industry. Whether you are in real estate, healthcare, technology, or any other industry, you can find an exclusive agency agreement template that is tailored to your specific needs.4. Legal compliance: All exclusive agency agreements included in this collection are designed to be legally compliant and enforceable in a court of law. The agreements are drafted in accordance with relevant laws and regulations, minimizing the risk of disputes and ensuring that both parties are protected.5. Professional support: If you have any questions or need assistance in customizing an exclusive agency agreementtemplate, our team of legal professionals is always available to provide guidance and support. We are committed to ensuring that you have a positive and seamless experience when using our exclusive agency agreements.In conclusion, the Exclusive Agency Agreement Collection is a valuable resource for businesses and individuals seeking to establish exclusive agency relationships. With customizable templates, clear language, industry-specific provisions, legal compliance, and professional support, this collection offers everything you need to create a solid and effective exclusive agency agreement. Choose the template that best suits your needs and start building a successful partnership today.篇3Exclusive Agency AgreementThis Exclusive Agency Agreement (“Agreement”) is entered into on this [Date] between [Principal Company], with its principal place of business located at [Address] (hereinafter referred to as the “Principal”), and [Agent Company], with its principal place of business located at [Address] (hereinafter referred to as the “Agent”).1. AppointmentThe Principal hereby appoints the Agent as its exclusive agent for the sale of [Products/Services] in the territory of [Territory]. The Agent accepts this appointment and agrees to act as the exclusive agent for the Principal in the territory designated herein.2. TermThis Agreement shall commence on [Date] and shall continue for a period of [Term of Agreement]. The Agreement may be renewed for additional terms upon mutual agreement of both parties.3. Rights and Obligations of AgentThe Agent shall use its best efforts to promote the sale of the Principal’s [Products/Services] in the territory. The Agent shall comply with all applicable laws and regulations in the performance of its duties under this Agreement.4. Rights and Obligations of PrincipalThe Principal shall provide the Agent with all necessary training, marketing materials, and support to assist the Agent in selling the Principal’s [Products/Services]. The Principal shall also compensate the Agent for its services as set forth in Schedule A attached hereto.5. TerminationEither party may terminate this Agreement upon written notice if the other party breaches any material provision of this Agreement. The Agreement may also be terminated by mutual agreement of both parties.6. ConfidentialityDuring the term of this Agreement and for a period of [Number] years thereafter, the Agent shall not disclose any confidential information received from the Principal to any third party without the prior written consent of the Principal.7. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the state of [State].IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Signature of Principal] [Signature of Agent][Printed Name of Principal] [Printed Name of Agent]Schedule ACompensationThe Agent shall be compensated as follows:- [Commission Rate]% of gross sales of [Products/Services] sold by the Agent- Additional bonuses as outlined in Schedule B篇4Exclusive Agency AgreementThis Exclusive Agency Agreement (“Agreement”) is made and entered into as of [Effective Date] by and between [Company Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address] (“Company”), and [Agent Name], anindividual/company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address] (“Agent”).WHEREAS, Company is engaged in the business of [Description of Company Business]; andWHEREAS, Agent is interested in becoming the exclusive agent of Company for the sale and/or marketing of Company’s products/services;NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:1. Appointment. Company hereby appoints Agent as its exclusive agent to market, promote, and sell Company’s products/services in the territory of [Territory] for the term of this Agreement.2. Exclusivity. Agent shall have the exclusive right to market and sell Company’s products/services in the Territory during the term of this Agreement. Company shall not appoint any other agents or distributors to sell its products/services in the Territory during the term of this Agreement.3. Duties of Agent. Agent shall use its best efforts to market and sell Company’s products/services in the Territory. Agent shall comply with all laws and regulations applicable to the marketing and sale of Company’s products/services.4. Compensation. In consideration for Agent’s services hereunder, Company shall pay Agent a commission of [Commission Rate]% of the gross sales of Company’s products/services made by Agent in the Territory.5. Term. This Agreement shall commence on the Effective Date and shall continue for a period of [Duration] years, unless terminated earlier by either party pursuant to the Termination provisions set forth below.6. Termination. Either party may terminate this Agreement upon [Notice Period] [days/weeks/months] written notice to the other party, with or without cause. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement shall cease, except for any rights or obligations that by their nature are intended to survive termination.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.[Company Name]By: ____________________Name: ____________________Title: ____________________[Agent Name]By: ____________________Name: ____________________Title: ____________________篇5Exclusive Agency Agreement Collection - Latest English VersionIntroductionAn exclusive agency agreement is a legal contract between a company and an agent granting the agent exclusive rights to represent the company's products or services. This collection provides a comprehensive overview of the latest English versions of exclusive agency agreements for various industries and purposes.1. Exclusive Agency Agreement for Real EstateThis exclusive agency agreement is designed for use by real estate agents representing sellers in the sale of residential or commercial properties. It outlines the terms and conditions ofthe agreement, including the duration of the exclusive agency, the agent's commission, and the responsibilities of both parties.2. Exclusive Agency Agreement for Sales and MarketingThis exclusive agency agreement is suitable for companies looking to appoint an agent to handle their sales and marketing activities in a specific geographical area or market segment. It includes provisions on the agent's scope of authority, the company's obligations to provide marketing materials and support, and the agent's commission structure.3. Exclusive Agency Agreement for DistributionThis exclusive agency agreement is tailored for companies seeking to appoint a distributor to market and sell their products in a particular region or country. It covers key terms such as exclusivity, territorial rights, pricing, payment terms, and termination clauses to protect the interests of both parties.4. Exclusive Agency Agreement for Technology LicensingThis exclusive agency agreement is ideal for technology companies looking to license their intellectual property to third parties for commercial use. It addresses issues such as intellectual property rights, confidentiality, sublicensing, and royalties to ensure a fair and mutually beneficial partnership.5. Exclusive Agency Agreement for Artist RepresentationThis exclusive agency agreement is designed for artists seeking representation by an agent to promote their work and secure exhibition opportunities. It includes provisions on commission rates, exhibition fees, marketing strategies, and the agent's duties to promote the artist's career.ConclusionThis collection of exclusive agency agreements in English provides a valuable resource for companies and agents looking to formalize their business relationships and protect their interests. By using these templates as a starting point, parties can customize the agreements to suit their specific needs and ensure a successful and profitable partnership.。
委托代理协议 英文翻译
委托代理协议英文翻译委托代理协议Agency AgreementThis agency agreement ("Agreement") is made and entered into on [Date], by and between [Client Name], having its principal place of business at [Address], referred to as the "Client"; and [Lawyer Name], a licensed attorney in [Jurisdiction], having its principal place of business at [Address], referred to as the "Lawyer."WHEREAS, the Client requires legal representation in matters related to [Subject Matter]; andWHEREAS, the Lawyer is willing to represent the Client in accordance with the terms and conditions set forth herein.NOW, THEREFORE, the parties agree as follows:1. The Client hereby appoints the Lawyer as its legal representative to perform the following services:[Services to be provided by Lawyer]2. The Lawyer shall provide the services described in Section 1 above in accordance with the terms and conditions set forth in this Agreement.3. The Lawyer shall have the right to subcontract or otherwise delegate any of its obligations under this Agreement without the prior written consent of the Client.4. The Client shall pay the Lawyer for the services performed under this Agreement, which shall be calculated at the hourly rate of [Rate] per hour. The Lawyer shall provide an itemized invoice to the Client on a monthly basis.5. The Client shall reimburse the Lawyer for any expenses incurred in connection with the performance of the services under this Agreement, provided that the expenses are reasonable and necessary.6. This Agreement shall commence on the [Start Date] and shall continue until [End Date] or until the services described in Section 1 have been completed, whichever is earlier.7. Either party may terminate this Agreement for any reason upon [Number] days' written notice to the other party.8. The Lawyer shall comply with all applicable laws and regulations of [Jurisdiction] in performing the services under this Agreement.9. The Lawyer shall use reasonable care and diligence in performing the services under this Agreement.10. The Client warrants that it has the power and authority to enter into this Agreement.11. This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between them.12. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.13. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].14. Any disputes arising under or in connection with this Agreement shall be settled by arbitration in accordance with the arbitration rules of [Jurisdiction], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.15. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.[Client Name]By: ________________________________Name:Title:Date:[Lawyer Name]By: ________________________________ Name:Title:Date:。
中国企业境外上市的四个阶段企业,上市,并购.doc
中国企业境外上市的四个阶段-企业,上市,并购-商务指南-我国企业赴境外上市具有明显的阶段特征，第一阶段1993～1995年间，境外上市企业主要以传统的工业、制造业为主。
如青岛啤酒、上海、马鞍山、哈尔滨动力设备等。
第二阶段1997年前后，集中在航空、、交通等基础产业和基础设施领域，一批有代性的优质企业陆续在境外上市，如东方航空、华能电力、深高速、广深铁路、大唐发电等。
第三阶段1999年前后，赴境外上市的中国企业，除了以石油、类为代表的特殊垄断行业的大企业外，一大批民营高科技企业加入进来，如福建、新浪、搜狐、等以互联网、为特色的一批企业。
第四阶段自2001年以来，中国企业海外上市出现了新的趋势、新的浪潮，上市公司的构成、选择上市的地区、方式开始多元化。
如2001年中海油的IPO(首次公开上市)、在美国借壳上市的浙江万向集团等。
上市的企业中也括了中国人保、中国人寿、平安、交通股份有限公司、中国建行股份有限公司等金融企业。
中国企业境外上市法律结构重组-近年来，去境外上市融资的国内企业越来越多。
据不完全统计，时至今日，仅在美国纳斯达克证券交易所（包括小资本市场）上市的国内企业已达到32家之多。
由于国内企业，特别是民营企业发展迅速，融资需求非常大，而国内融资渠道却不甚顺畅，同时境外上市具有诸多比较优势，比如资本市场多层次化，上市程序透明，上市制度健全等等，让企业在上市融资的同时，亦有助于改善公司治理结构，加速公司的国际化进程，因此国内企业纷纷加快了海外上市融资的进程。
作为境外上市主体的企业或者企业集团因为受到不同因素的影响和制约，会采取特定的法律结构或者组织框架。
由于不同的资本市场对于企业申请上市的条件和规则有不同的规定，中国企业（集团）的法律结构或组织框架未必符合美国相关法律法规的要求，未必符合美国各大证券交易所上市条件和规则，因而欲求在美国证券市场顺利上市融资，上市则为必然。
此外，基于股票流通性、企业商业模式、市场拓展等因素的考量，国内企业在境外上市前，对企业法律结构作必要的重组亦甚为重要。
VIE表决权协议-英文版
VOTING AGREEMENTThis Voting Agreement (this “Agreement”）is made and entered into as of May 29,2018 by and between Mr. A (aMr. A") and Mr. B (aMr. B"\ and together with Mr. A, either of them, a ^Party^ and collectively, the “Parties”).WHEREAS,(1)As of the date of this Agreement, the Parties collectively beneficially owned 39.8% of the equity interest in Cango Inc. (the “Company”)，a company incorporated in the Cayman Islands;(2)The Company is preparing the initial public offering (the ^IPO^) of its shares in the form of American dq)〇sit shares in the United States; and(3)The Parties hereby agree to exercise their voting rights in shareholders5 meetings of the Company in accordance with the provisions hereof.NOW，THEREFORE，for a valid consideration，the Parties agree as follows:ARTICLE I EXERCISE OF VOTING RIGHTS1.1The Parties shall consult with each other and reach a consensus before making a proposal to a shareholders5 meeting of the Company according to the articles of association of the Company or relevant laws and regulations, and if no consensus could be reached through consultation, the decision made by Mr. A shall prevail, provided that the foregoing provision shall not apply to any matter that will result in the removal of either of the Parties from the Company^ board of directors.1.2The Parties shall consult with each other and reach a consensus before exercising voting rights in a shareholders * meeting of the Company, and if no consensus could be reached through consultation, Mr. Lin shall entrust voting rights over which he has effective control to Mr. A, provided that the foregoing provision shall not apply to any matter that will result in the removal of either of the Parties from the Company’s board of directors.ARTICLE II EFFECTIVE PERIOD AND TERMINATION2.1This Agreement shall become effective on the closing date of the IPO and be terminated upon the earliest occurrence of:(i)the disposal of all of either Party^ equity interests, directly or indirectly, in the Company;(ii)the death of either Party;(iii)the tenth anniversary of the date of this Agreement; and(iv)the entering into a termination agreement by the Parties.2.2The Parties agree that by entrusting his voting rights to Mr. A in accordance with the provisions of Section 1.2, Mr. Lin is not responsible for any legal liabilities associated with the exercise of such voting rights by Mr. A.2.3Excq)t for the confidential obligations provided in Article 3, all rights, obligations and undertakings hereunder will be terminated upon the termination of this Agreement.ARTICLE HI CONFIDENTIALITYThe Parties shall make their best endeavor to keep all the information in or related to this Agreement strictly confidential. Unless according to applicable laws and regulations, or required by governmental authorities, and without prior written consent of the other Party, neither Party shall make any disclosure of the matters contained in or related to this Agreement in any method.ARTICLE IV LIABILITIES FOR BREACH OF AGREEMENT4.1The Parties agree and confirm that, the violation of any provision in this Agreement or the failure to exercise any obligations under this Agreement shall constitute a breach of this Agreement. The non-breaching Party has the right to request the breaching Party to rectify or take remedial measures within ten (10) days after the non-breaching Party sends written notice.4.2The non-breaching Party shall have the right to request the breaching Party to continue performing his obligations under this Agreement even after the breaching Party has paid damages according to the above provision.ARTICLE V DISPUTE RESOLUTIONThe Parties agree to negotiate in good faith to resolve any dispute arising out of or in connection with the interpretation and performance of this Agreement. In the event that the Parties fail to resolve a dispute through negotiation, either Party may submit such dispute topeople’s court located in Shanghai Municipality，the People’s Republic of China (the “PRC”).ARTICLE VI MISCELLANEOUS6.1The Parties confirm that the undertakings made by them under this Agreement shall not be changed due to a change in company name, an increase in capital and share, merger, division, restructurings or any other matter involving the Company.6.2This Agreement shall be effective upon execution by the Parties. Any modification, supplement or change of this Agreement shall be made in writing and signed by both Parties.6.3 This Agreement shall be interpreted by the laws of the PRC.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.A/s/ AJIAYU AN LIN/s/ B。
法律英语词汇
法律英语词汇集锦商法总论商人法law merchant商法commercial law mercantile Law Business Law禁反言estoppel商事关系commercial relation主观主义标准standard of subjectivism客观主义标准standard of objectivism商事法律关系Legal commercial relation商人人格关系commercial personality relation商事营业关系commercial business relation新商人主义标准Standard of neo- merchant creed民商立法体制civil and commercial legislative system民商分立体制separation system of civil and commercial codes 民商合一体combination system of civil and commercial codes 分合折衷体制eclecticism legislative system主观意义的企业business客观意义的企业enterprise商主体merchant commercial [kə'mə:ʃəl] person商行为commercial action商事代理commercial agent商业名称trade name行纪人broker公司法公司corporation company合伙partnership合股公司joint-stock [stɔk] company特许公司chartered ['tʃɑ:təd] corporation注册公司registered ['redʒistəd] corporation法定公司statutory ['stætjutəri] corporation有限责任公司limited corporation股份有限公司limited by shares母公司parent corporation子公司susbsidiaries上市公司quoted [kwəut] corporation公司集团groups保证公司limited by guarantee[,gærən'ti:]慈善公司charitable ['tʃærətəb!]corporation控股公司holding corporation; holding company公开公司publicly ['pʌblikli]held corporation闭锁公司closely held corporation公公司a pub1ic company私公司a private['praivit] company一人公司one-man company公司治理corporation governance公司人格corporation personality契约束nexus of contract公司法人格否认Disregard of Corporate Personality刺破公司面纱Piercing the Corporate Veil揭开公司面纱，Lifting the veil of the Corporation普通合伙general partnership有限合伙Limited partnerships合伙人partner有限责任limited liability公司章程articles of association注册证书certificate of incorporation articles of incorporation 发起人的受托义务Promoter’s fiduciary obligation认购协议subscription agreement既成事实公司de facto corporation公司设立瑕疵defective incorporation受托人义务fiduciary obligation结论性证据conclusive evidengce股份share股息dividends关联第三方connected third parties出资（投资）invest股东shareholder小股东minority shareholder单个股东individual shareholder消极股东passive shareholder积极股东active shareholder刺穿公司面纱pierce the corporate veil揭开公司面纱lifting the company veil逆向合并reverse merger收购公司acquiring company正向合并forward merger股权收购share acquisition股权收购share acquisition收购公司acquiring company收购目标公司target company资产收购asset acquisition公司责任liability of corporation mechanics of incorporating公司结构（组织）Corporation constructure 董事director高级职员Officer股东权Powers of shareholder选任elect解任remove年会（常会）annual meeting兼并merger解散dissolution自愿解散voluntary dissolution强制解散法院解散judicial dissolution清算liquidation wind up董事会board of directors累计投票权cumulative voting right任期term董事的延期holdover director董事的解除removal of director董事会会议directors’meeting公告notice法定人数quorum少数lower number绝对多数super majority自己表决present at vote多数higher numberunanimous written consentobjection by director委员会committee细则bylaw董事长president公司秘书secretary股东诉讼shareholders actionbreaking quorum股东的信息获取权shareholders’informational right股东的帐簿与记录检查权shareholders’inspection of books and records公司融资corporation finance财务报告financial report损益表income statement资产负债表balance sheet年度报告annual report季度报告quarterly report掺水股票watered stocktrust fund theory许可authorization发起人promoter营业执照trade charter票面价值par valuemisrepresentation theory优先购买权pre-emptive right库藏股treasury shares受托责任fiduciary dutypublic offerings of securities有价证券security权益证券equity security债务证券debt security债券bondfiling of registration statement普通股common stock优先股preferred stock资本capital授权且己发行资本authorized and issued Capital授权资本（名义资本）authorized capital、nominal capital 己发行资本issued capital已缴资本paid—up capital待缴资本uncalled capital催缴股本called-up capital保留资本reserve capital股权资本equity capital借贷资本loan capital声明股本stated capital票面价值par value,缩写为PV无票面价值no par value 缩写NPV法定资本制legal capital system授权资本制system authorized Capital转投资reinvestment资本确定原则prinzipdes festen grund kapitals资本维持原则principle of maintenance of capital资本不变原则Prinzipder Bestandingkedes Grund kapitals 重组re-classified股票再分割sub-divide注销cancel未发行的股份注册资本the registered capital分配distribution公司登记官the Registrar合并股份consolidate分割股份divide库存股treasure stock减资决议a resolution for reducing share capital红利股bonus shares雇员持股制度an employees’share system设立报告incorporators＇report资本不足inadequate Capitalization最低资本额制度grundsatz des mindestgrund kapitals商业登记官the commercial Register授权资本额the amount of the authorized capital创立主义konstruktionsprinzip、Incorporation净资产net assets、net worth资本盈余paid-in surplus缴付盈余paid-in surplus减资盈余reduction surplus泡沫法案The bubble act合股公司法The joint-stock companiesAct泡沫废止法The Bubble Act Repeal Act代理理论Principal-agent Theory契约的集合nexus of contracts越权行为ultra vires act特许公司中chartered corporation优先债权人senior creditor次位债权subordinated creditor公司治理corporate governance股东之公平对待the equitable treatment of shareholders股东之权利the rights of shareholders信息揭露及透明性disclosure and transparency董事会的责任the responsibilities of the board股权代理人proxy监事会aufsichtsrat , supervisor board董事与公司间之交易self-dealing动机不纯之公司行为corporate action with mixed motives挪用公司或股东财产the taking of corporate or shareholder property 代表诉讼derivative suit少数股东权derivative action董事义务与责任shareholder' right and liability买回repurchase交叉持股cross ownership重整corporate reorganization股东会shareholder meeting董事会board of directors独立董事Independent Director内部董事inside director公司经理人officer外部监察人outside supervisor执行委员会executive committee监察委员会audit committee报酬委员会remuneration committee提名委员会nominating committee经营判断原则The Business Judgment Rule关系人交易conflict of interest股份收买请求权appraisal right资本不足under capitalization未遵守公司形式failure to follow corporate formalities公司财务报表、功能、或人员之重叠overlap of corporate recordsfunction or personnel资产混淆commingling of assets股东之支配能力shareholder domination不实陈述misrepresentation）诈欺fraud具有支配权之股东dominant shareholder公司机会corporate opportunity无表决权股non-voting share多数表决权股multiple-voting share表决权信托voting trust认股选择权制度stock option新股认购权warrant章程(组织)大纲英国称为memorandum of association 和articles of association,而在美国则被称为articles和bylaws。
business, glossary
Business OrganizationsEnterprise n. 企业manufacture . v制造legal n. 法律的Sole proprietorship 个体，独资Partnership n. 合伙，合伙企业Cooperative n. 合作，合作企业Corporation n. 公司，股份公司Be responsible for 对…负责Revenue n. 收入Advertisement n. 广告Advantage n. 优势Operation n. 运作，运营Shareholder/stockholder n. 股东Partner n. 合伙人Reap v. 收获Proprietor n. 个体业主Procedure n. 程序Appealing adj. 有吸引力的Dissolve v. 解散，结束Athletic event 运动赛事，体育赛事Start-up cost 初创成本Register v. 登记，注册License n.& v. （颁发）执照，许可证Tax law 税法Sales revenues 销售收入Operating expenses 运营支出，营业支出Deduct 减除，扣除Losses (pl.)n. 亏损Income n. (个人)收入/所得Tax incentive税收激励（给与税收减免）Disadvantage 劣势，缺点Drawback n. 缺陷，不利Unlimited liability 无限责任Be liable for 对…负责Creditor n. 债权人Continuity n. 持续性Successor n. 继任者Assets (pl.) n. 资产Managerial adj. 管理的，管理上的Financial adj. 财务/金融的Limitation n. 局限，不足Expand v. 扩张commercial bank 商业银行recover loans 收回贷款insolvent adj. 无偿还能力，破产funds (pl.) n. 资金personal savings 个人储蓄general partnership 一般/普通合伙invest v. 投资investment n. 投资(un)equal adj. (不)相等的profits (pl.) n. 利润expertise n. 技术/技能option n. 选择，选择权，期权handle v. 处理，应付accounting firm 会计师事务所lending institution 贷款机构（银行等）have access to sth. 有获得…的渠道agreement n. 协议，合约certificate n. 证书，证明share n. 份额；股票v. 分享distribute v. 分配deceased adj. 已故的heir n. 继承人legal entity 法人tax n. & v. 税，征税in the name of 以…的名义sue v. 起诉potential adj. 潜在的retain v. 保持，保留transfer v. 转让，转移ownership n. 所有权consent n. 同意internal conflict 内部冲突solve the dispute 解决争端Fortune 500 《财富》500强dominate v. 控制General Motors 通用汽车公司market value 市场价值incorporate v. 成立公司，组成公司property right 产权US Supreme Court 美国最高法院Public corporation 公公司，公众公司Private corporation 私公司，私人公司也称为封闭公司） issue shares 发行股票 limited liability 有限责任 go bankrupt 破产 in theory 在理论上 shares of stock 股票 executive n. 执行官，经理 complicate v. 复杂化 acquire v. acquisition n. 收购 performance n. 业绩，绩效，表现 staff n. 员工 real estate 房地产 non-essential businesses 非核心业务 merge v. 合并 double taxation 双重征税 corporate governance 公司治理 director n. 董事 board of directors 董事会 consult an attorney 向律师咨询，法律咨询 articles of incorporation 公司章程 bylaws 公司规章 dividends (pl.) n. 股息 preferred stock 优先股 common stock 普通股guarantee v. n. 保证，担保 interest n. 1利息 2 利益 savings account 储蓄账户preference / priority 优先，优先权 liquidate v. （公司）清算 fold v. （公司等）倒闭 voting rights 投票权 delegate v. 委托/委派 proxy n. 委托，代理annual report （公司）年报board makeup 董事会的构成/结构 accountant n. 会计师 inside directors 内部董事 outside directors 外部董事 president n. 总裁board chair(person) 董事长，董事会主席 mergers and acquisitions 并购multinational corporation 跨国公司 joint venture 合资（公司）employee stock ownership plan 员工持股股（计划） horizontal merger 水平合并 supplier n. 供应/货商 vertical merger 垂直合并 conglomerate merger 集成合并 takeover n. 接收，收购 negotiation n. 谈判 corporate alliance 公司联营 brand recognition 品牌认知度 subsidiary n. 子公司 seniority n. 资历，论资排辈 stability n. 稳定性 competitive pressure 竞争压力 lay off 裁减（员工人数），下岗 institutional investor 机构投资者，投资机构 mutual fund 互助/共同基金 pension fund 养老基金 independent director 独立董事。
“双层股权结构”控制公司经典案例：Facebook
扎克伯格：靠“双层股权结构”牢牢控制公司美国去年上市的几家具有影响力的社交媒体和互联网公GroupOn、Zynga、LinkedIn、Facebook等无一例外采取了一种叫做“双层股权结构”的设计，通过将股票分为A、B两种，放大B类股的投票权，创始人和管理层通过持有B类股以确保控制权。
以Facebook为例，通常情况下，互联网公司在完成3轮融资后，公司的创始人就不再能够完全掌握公司的控制权了。
而Facebook经过10次融资后，扎克伯格依然牢牢控制公司，以28%的股权却能掌握58.9%的投票权，有什么秘诀吗？这一切均源于其实行的独特双层股权结构，背后的功臣是Facebook的联合创始人肖恩·帕克(Sean Parker)。
即使扎克伯格同Google、LinkedIn等硅谷创始人一样，不愿意让公司上市，因为上市同样也意味着被资本绑架，不能像上市前那样完全按照自己的意愿决定公司战略。
但经历十轮融资之后，Facebook的股东人数越来越多，美国证券法规定，如果股东人数达500人以上，公司必须公开财务报告，成为公众公司，亦即上市。
Facebook的上市已经不可避免。
此前，由于帕克的保驾护航，扎克伯格仍然牢牢控制董事会的投票权，但上市之后，随着IPO公开发行大量股票，扎克伯格的投票权(控制权)势必将被稀释，怎么才能避免这种情况的出现呢？通过借鉴其它互联网公司的天才设计，尤其是与其情况类似的硅谷骄子—Google 上市时的设计，Facebook采用了双层股权结构，但并非完全照搬，而是针对其弊端进行了有效改进。
2009年11月25日，Facebook宣布重大事项—调整公司的股权结构，将所有股份分为两个级别：A级和B级。
A级股和B级股在分红派息，以及出售时的现金价值上完全一致，唯一的区别就是代表的投票权不一样。
根据Facebook的方案，公司此前向所有投资者发行的股份均为A 级股，这些股份在Facebook上市后将自动转换为B级股，其投票权是A级股份的10倍；而在公司IPO的时候所有公开发行的股票将均为A 级股—也就是说，公众投资者是不可能买到具有额外表决权的B级股的。
2024版英语合同术语
2024版英语合同术语1. Agreement - 合同2. Parties - 双方3. Contractor - 承包商4. Subcontractor - 分包商5. Principal - 主要方6. Counterparty - 对方7. Assignee - 受让人8. Assignor - 转让人9. Beneficiary - 受益人10. Executor - 执行人11. Witness - 见证人12. Guarantor - 保证人13. Indemnifier - 赔偿方14. Licensor - 许可方15. Licensee - 被许可方16. Vendor - 卖方17. Purchaser - 买方18. Lessee - 承租人19. Lessor - 出租人20. Employer - 雇主21. Employee - 雇员22. Consultant - 顾问23. Contractor - 承包商24. Commission - 佣金25. Consideration - 合同对价26. Term - 期限27. Duration - 持续时间28. Renewal - 续期29. Termination - 终止30. Expiration - 到期31. Breach - 违约32. Force Majeure - 不可抗力33. Liquidated Damages - 约定赔偿金34. Penalty - 罚款35. Warranty - 保证36. Representation - 陈述37. Indemnification - 赔偿38. Confidentiality - 保密39. Non-Disclosure Agreement (NDA) - 保密协议40. Intellectual Property - 知识产权41. Copyright - 版权42. Trademark - 商标43. Patent - 专利44. Trade Secret - 商业秘密45. Good Faith - 善意46. Fair Dealing - 公平交易47. Frustration of Purpose - 目的落空48. Merger Clause - 合并条款49. Entire Agreement - 完整协议50. Severability - 可分割性51. Governing Law - 管辖法律52. Jurisdiction - 管辖权53. Dispute Resolution - 争议解决54. Arbitration - 仲裁55. Mediation - 调解56. Venue - 地点57. Notice - 通知58. Amendment - 修改59. Modification - 变更60. Cessation - 停止61. Assignment - 转让62. Novation - 更新63. Affiliate - 关联方64. Third Party Beneficiary - 第三方受益人65. Joint Venture - 合资企业66. Partnership - 合伙67. Incorporation by Reference - 引用并入68. Exhibit - 附件69. Schedule - 附表70. Appendix - 附录71. Annex - 附件72. Recital - 序言73. Condition Precedent - 先决条件74. Effective Date - 生效日期75. Commencement Date - 开始日期76. Performance Bond - 履约保证77. Letter of Credit - 信用证78. Escrow - 托管79. Quorum - 法定人数80. Proxy - 代理81. Voting Rights - 投票权82. Shareholder - 股东83. Equity - 股权84. Dilution - 稀释85. Option - 期权86. Stock - 股份87. Preferred Stock - 优先股88. Common Stock - 普通股。
产品独家代理协议英文翻译
产品独家代理协议英文翻译EXCLUSIVE AGENCY AGREEMENT FOR PRODUCTSThis Exclusive Agency Agreement (the "Agreement") is made and entered into as of the [Date] by and between [Company Name], with a registered address at [Address], and [Agent Name] with a registered address at [Address].1. Identification of the PartiesThe parties to this Agreement are [Company Name], a [Company Type] organized and existing under the laws of [Country/Region], with its principal place of business at [Address], and [Agent Name], an individual or entity organized and existing under the laws of [Country/Region], with business address located at [Address].2. Appointment[Company Name] hereby appoints [Agent Name] as the exclusive agent for the [Product Name] (the "Product") in the territory of [Territory] (the "Territory"), to represent, promote, market, and sell the Product in accordance with the terms and conditions of this Agreement.3. TermThis Agreement shall commence on the [Date], and shall continue for [Term] years (the "Term"), unless terminated earlier in accordance with Section 12 of this Agreement.4. Rights and Obligations of [Agent Name][Agent Name] shall have the following rights and obligations:a. To market, promote, and sell the Product exclusively in the Territory;b. To develop a sales strategy and marketing plan for the Product with [Company Name]'s approval;c. To provide [Company Name] with regular reports on sales activity and market conditions in the Territory;d. To maintain adequate sales staff, technical support, and inventory levels to promote, market, and sell the Product;e. To comply with all applicable laws and regulations of [Country/Region] in the performance of its obligations under this Agreement.5. Rights and Obligations of [Company Name][Company Name] shall have the following rights and obligations:a. To supply the Product to [Agent Name] at the prices and on the terms and conditions specified in this Agreement;b. To cooperate with [Agent Name] in the marketing and promotion of the Product in the Territory;c. To promptly respond to [Agent Name]'s requests for technical support and assistance related to the Product;d. To cooperate with [Agent Name] in the resolution of any disputes or issues related to the Product in the Territory.6. Prices and Payment termsThe prices and payment terms for the Product shall be as set forth in Appendix A.7. Product Warranty[Company Name] shall be responsible for providing a warranty for the Product in accordance with the terms and conditions set forth in Appendix B.8. Intellectual Property[Company Name] retains all ownership and intellectual property rights in and to the Product and its associated trademarks. [Agent Name] shall not use, reproduce, modify, or distribute the Product or its associated trademarks without [Company Name]'s prior written consent.9. Confidentiality[Agent Name] agrees to keep confidential all information and trade secrets provided by [Company Name] in connection withthis Agreement, and not to disclose such information to any third party without [Company Name]'s prior written consent.10. Non-competitionDuring the Term of this Agreement, [Agent Name] shall not market, promote, sell, or represent any similar or competitive product in the Territory without [Company Name]'s prior written consent.11. TerminationEither party may terminate this Agreement with immediate effect in the event of a material breach of this Agreement by the other party. In addition, [Company Name] may terminate this Agreement upon [Agent Name]'s insolvency or bankruptcy.12. Governing Law and Dispute ResolutionThis Agreement shall be governed by and construed in accordance with the laws of [Country/Region]. Any disputes arising out of or in connection with this Agreement shall be settled amicably between the parties. In the event that the parties are unable to resolve any dispute amicably, the parties agree to submit to the exclusive jurisdiction of the courts of[Country/Region].13. Entire Agreement and AmendmentsThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof andsupersedes all prior agreements and understandings, whether oral or written. This Agreement may not be amended or modified except in writing signed by both parties.14. Legal Effect and EnforceabilityThis Agreement is legally binding and enforceable in accordance with its terms and conditions.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.[Company Name]:By: _________________Name: _______________Title: ________________[Agent Name]:By: _________________Name: _______________Title: ________________。
代理协议英文版6篇
代理协议英文版6篇篇1Proxy AgreementThis Proxy Agreement (the "Agreement") is entered into as of [Date], by and between [Company Name], a corporation organized and existing under the laws of [State/Country] and having its principal place of business at [Address] ("Company"), and [Name], an individual residing at [Address] ("Proxy").WHEREAS, the Company desires to appoint Proxy as its proxy for the purpose of voting on behalf of the Company at meetings of the shareholders of the Company; andWHEREAS, Proxy is willing to accept such appointment and to act as the Company's proxy in accordance with the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:1. Appointment of Proxy. The Company hereby appoints Proxy as its proxy to vote on behalf of the Company as specified in Exhibit A attached hereto.2. Duties of Proxy. Proxy shall faithfully and diligently perform the duties of a proxy in accordance with applicable laws, regulations, and the Company's instructions.3. Term. This Agreement shall become effective on [Date] and shall continue until terminated by either party upon written notice to the other party.4. Compensation. Proxy shall be compensated for his/her services as the Company's proxy in accordance with the terms set forth in Exhibit B attached hereto.5. Confidentiality. Proxy shall keep confidential all information relating to the Company and its business, including shareholder information, and shall not disclose such information to any third party without the Company's prior written consent.6. Termination. This Agreement may be terminated by either party upon written notice to the other party. Upon termination, Proxy shall return to the Company all documents, records, and other property of the Company in his/her possession.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State/Country].IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Company Name]By: ____________________________Name: ____________________________Title: ____________________________[Name]By: ____________________________Name: ____________________________Title: ____________________________Exhibit A - Scope of Proxy's authorityExhibit B - Compensation arrangement篇2Agency AgreementThis Agreement is made and entered into on [date], by and between [Principal], a corporation organized and existing underthe laws of [State], with its principal place of business located at [address] (hereinafter referred to as the "Principal"), and [Agent], a corporation organized and existing under the laws of [State], with its principal place of business located at [address] (hereinafter referred to as the "Agent").1. Appointment: The Principal hereby appoints the Agent to act as its exclusive agent for the sale of [products or services] in the territory of [territory] (the "Territory"). The Agent agrees to accept such appointment and to use its best efforts to promote and sell the products or services of the Principal in the Territory.2. Duties: The Agent shall use its best efforts to promote and sell the products or services of the Principal in the Territory. The Agent shall comply with all reasonable requests of the Principal with respect to the promotion and sale of the products or services.3. Compensation: The Principal shall pay the Agent a commission of [commission percentage]% on all sales of the products or services made by the Agent in the Territory. The Agent's commission shall be calculated based on the net sales of the products or services, excluding any shipping, handling, or other charges.4. Term: This Agreement shall commence on [date] and shall continue in effect until terminated by either party upon [notice period] prior written notice.5. Termination: Either party may terminate this Agreement at any time, with or without cause, upon [notice period] prior written notice to the other party. Upon termination of this Agreement, the Agent shall cease all sales and promotional activities on behalf of the Principal.6. Confidentiality: The Agent agrees to keep confidential all information provided by the Principal, including but not limited to pricing, customer lists, marketing strategies, and product information. The Agent shall not disclose such information to any third party without the prior written consent of the Principal.7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State].IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Principal]By: _______________________________[Agent]By: _______________________________篇3Proxy AgreementThis Proxy Agreement ("Agreement") is entered into and made effective as of [date], by and between [Company Name], a corporation organized and existing under the laws of the State of [State], with its principal place of business located at [Address] ("Company"), and [Proxy Name], an individual with an address at [Address] ("Proxy").WHEREAS, the Company desires to appoint the Proxy to act as the Company's proxy to vote on behalf of the Company at meetings of the Company's shareholders;WHEREAS, the Proxy is willing to serve as the Company's proxy and vote on behalf of the Company at meetings of the Company's shareholders;NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:1. Appointment of Proxy. The Company hereby appoints the Proxy as the exclusive proxy to act on behalf of the Company and to vote the Company's shares at any and all meetings of theCompany's shareholders. The Proxy hereby accepts this appointment and agrees to act as the Company's proxy.2. Voting Rights. The Proxy shall vote the Company's shares in accordance with the written instructions provided by the Company. If no written instructions are provided by the Company, the Proxy shall vote the Company's shares in his or her discretion.3. Term. This Agreement shall commence on the effective date and shall continue until terminated by either party upon written notice to the other party.4. Compensation. The Proxy shall be entitled to receive such compensation as may be agreed upon by the Company and the Proxy.5. Confidentiality. The Proxy agrees to keep all confidential information of the Company confidential and not to disclose such information to any third party without the Company's express written consent.6. Termination. Either party may terminate this Agreement at any time by giving written notice to the other party. Upon termination, the Proxy shall cease to act as the Company's proxyand shall return all documents and materials of the Company in his or her possession.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.Company:[Company Name]By: _______________________________Name: _______________________________Title: _______________________________Proxy:[Proxy Name]By: _______________________________Name: _______________________________篇4Agency AgreementThis Agency Agreement (the "Agreement") is entered into by and between [Agency Name], with its principal place of business at [Address], (hereinafter referred to as the "Agent") and [Client Name], with its principal place of business at [Address], (hereinafter referred to as the "Principal").1. Appointment of Agent1.1 The Principal hereby appoints the Agent as its exclusive agent for the marketing and sale of [describe products or services] (the "Products") in [territory].1.2 The Agent accepts the appointment and agrees to act as the exclusive agent for the Principal in the territory specified in this Agreement.2. Duties of Agent2.1 The Agent shall use its best efforts to promote, market, and sell the Products in the territory.2.2 The Agent shall not engage in any activities that would be detrimental to the reputation or interests of the Principal.2.3 The Agent shall provide regular reports to the Principal on sales, marketing activities, and market conditions in the territory.3. Compensation3.1 The Agent shall be paid a commission of [percentage]% on the net sales of the Products in the territory.3.2 Commission payments shall be made within [number] days of the end of each calendar quarter.4. Term and Termination4.1 This Agreement shall be effective as of the date first above written and shall continue unless terminated by either party upon [number] days’ written notice.4.2 Upon termination of this Agreement, the Agent shall return all materials and documents belonging to the Principal.5. Confidentiality5.1 The Agent agrees to keep confidential all information provided by the Principal, including but not limited to pricing, customer lists, and marketing strategies.6. Governing Law6.1 This Agreement shall be governed by and construed in accordance with the laws of [Country/State].IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Principal Name]By:____________________Name:__________________Title:__________________[Agent Name]By:____________________Name:__________________Title:__________________篇5Proxy ProtocolThis Proxy Protocol (“Protocol”) is entered into by and between the party on whose behalf this Protocol has been executed (“Client”) and the party providing proxy services (“Provider”). This Protocol sets forth the terms and conditions under which the Provider agrees to act as a representative of the Client in engaging with third parties for specified purposes.1. Proxy ServicesClient hereby appoints Provider as its authorized representative for the purpose of engaging with third parties for the following services: [list of services]. Provider agrees to act on behalf of Client in performing these services in accordance with Client’s instructions.2. TermThis Protocol shall commence on the date of execution and shall remain in effect until terminated by either party with written notice to the other party.3. CompensationClient shall pay Provider for the proxy services provided under this Protocol at the rate of [rate] per hour or as otherwise agreed upon by the parties. Provider shall submit invoices for services rendered to Client on a monthly basis.4. ConfidentialityProvider agrees to maintain the confidentiality of all information shared by Client and shall not disclose such information to any third party without Cli ent’s prior written consent.5. IndemnificationClient agrees to indemnify and hold Provider harmless from any claims, damages, losses, or liabilities arising out of or related to Provider’s performance of the proxy services under this Protocol.6. TerminationEither party may terminate this Protocol by providing written notice to the other party. Upon termination, Provider shall promptly return all confidential information and documents provided by Client.7. Governing LawThis Protocol shall be governed by and construed in accordance with the laws of [jurisdiction]. Any disputes arising out of or related to this Protocol shall be resolved through arbitration in [jurisdiction].In witness whereof, the parties have executed this Protocol as of the date first above written.Client: _________________________ Provider:_________________________篇6Agency AgreementThis Agency Agreement ("Agreement") is entered into on [Date] by and between the following parties:1. The Agent: [Name of Agent], located at [Address], hereinafter referred to as the "Agent".2. The Principal: [Name of Principal], located at [Address], hereinafter referred to as the "Principal".Whereas, the Agent is engaged in the business of [Description of Agent's business], and the Principal desires to engage the Agent to represent them in connection with [Description of services to be provided by the Agent].Now, therefore, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:1. Appointment of Agent:The Principal hereby appoints the Agent as its exclusive agent for the promotion and sale of [Products or services] in the [Territory] during the term of this Agreement.2. Duties of Agent:The Agent agrees to diligently promote and sell the products or services of the Principal in the Territory. The Agentwill use their best efforts to maximize sales and provide excellent customer service.3. Compensation:In consideration for the services provided by the Agent, the Principal agrees to pay the Agent a commission of [Commission Percentage] of the net sales generated by the Agent. The commission will be paid [Frequency of commission payments].4. Term:This Agreement shall commence on [Date] and shall continue for a period of [Term of agreement], unless terminated earlier by either party in accordance with the terms of this Agreement.5. Termination:Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of this Agreement by the other party.6. Confidentiality:The parties agree to keep all information exchanged under this Agreement confidential and not disclose it to any third party without the consent of the other party.7. Miscellaneous:This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings. This Agreement may only be amended in writing signed by both parties.In witness whereof, the parties hereto have executed this Agreement as of the date first above written.Agent: ________________________________Principal: ________________________________Date: ________________________________This Agency Agreement is hereby accepted and approved:Date: ________________________________By: ________________________________。
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AGREEMENTVOTING RIGHTS PROXYPROXYAGREEMENT投票权代理协议This Voting Rights Proxy Agreement(the“Agreement”)is entered into in Jinjiang City,People’s Republic of China(“PRC”or“China”)as of December28,2005by and between Company A (“Party A”)and the undersigned shareholders(the“Shareholders”)of COMPANY B (“Company B”).Party A and the Shareholders are each referred to in this Agreement as a“Party”and collectively as the“Parties”.Company B is made a party to this Agreement for the purpose of acknowledging the Agreement.本《投票权代理协议》（“本协议”）于2005年12月28日在中华人民共和国（“PRC”或“中国”）晋江市，由公司甲（“甲方”）与以下签字的公司乙（“公司乙”）的股东（“股东”）签署。
甲方和股东总称为“各方”。
公司乙以下签字是为认可本协议。
RECITALS陈述1.Party A,a company incorporated in Hong Kong,specializes in dress industry and pany B,a limited company incorporated in PRC,is engaged in the manufacture and sale of dress(collectively the“Business”).Party A and Company B have entered into a certain Consulting Services Agreement dated December28,2005(the“Consulting Services Agreement”) in connection with the Business.甲方为在香港设立的公司，专业开展服装业务和投资(合称业务)。
在中国设立的有限公司公司乙从事服装制造和销售（统称“业务”）。
甲方与公司乙在2005年12月28日签订了有关公司乙业务的《咨询服务协议》（“咨询服务协议”）。
2．The Shareholders are shareholders of Company B,each legally holding such amount of equity interest of the Company B as set forth on the signature page of this Agreement and collectively holding100%of the issued and outstanding equity interests of Company B (collectively the“Equity Interest”).股东作为公司乙股东，按照本协议签字页载明的数额合法持有公司乙的股权，前述股权合计构成公司乙的已发行股权的100%（以下统称“股权”）。
3.In connection with the Consulting Services Agreement,the Parties have enteredinto a certain Operating Agreement dated December28,2005,pursuant to which the Shareholders now desire to grant to Party A a proxy to vote the Equity Interest for the maximum period of time permitted by law in consideration of Party A’s obligations thereunder.在签署服务协议时，各方于2005年12月28日签署一份《经营协议》。
根据经营协议的需求，股东现在依甲方之义务为对价，在法律允许的最长期限内授予甲方全部股权投票权利。
甲方认可并接受该权利。
NOW THEREFORE,the Parties agree as follows:鉴于此，各方达成如下协议：1.The Shareholders hereby agree to irrevocably grant and entrust Party A,for the maximum period of time permitted by law,with all of their voting rights as shareholders of Company B.Party A shall exercise such rights in accordance with and within the parameters of the laws of the PRC and the Articles of Association of Company B.股东在此同意不可撤销地许可和授权甲方，在法律允许的最长期限内，行使公司乙股东的投票权。
并且甲方应当根据中国法和公司乙的公司章程行使该投票权。
2.Party A may establish and amend rules to govern how Party A shall exercise the powers granted by the Shareholders herein,including,but not limited to,the number or percentage of directors of Party A which shall be required to authorize the exercise of the voting rights granted by the Shareholders,and Party A shall only proceed in accordance with such rules.甲方可以设立或修改适用于有关于如何行使股东所赋予的权力的规则。
包括但不限于行使投票权授权所需的甲方董事人数或比例。
甲方必须仅根据上述规则进行行为。
3.The Shareholders shall not transfer or cause to be transferred the Equity Interest to any party(other than Party A or such designee of Party A).Each Shareholder acknowledges that it will continue to perform its obligations under this Agreement even if one or more of other Shareholders no longer hold any part of the Equity Interest.股东不得转让股权或导致股权转让给除甲方或甲方指定人以外的其他人。
每位股东了解：即使任何其他股东不再持有公司的股权的任何部分，其也将继续履行本协议。
4.This Proxy Agreement has been duly executed by the Parties as of the date first set forth above,and in the event that a Party is not a natural person,then such Party’s action has been duly authorized by all necessary corporate or other action and executed and delivered by such Party’s duly authorized representatives.This Agreement shall take effect on January1,2006.本协议由各方于首页载明之日期依法签署，在一方不是自然人的情况下，该协议方的作为已通过必要措施有效授权，并由该协议方的授权代表签署、交付。
本协议应于2006年1月1日生效。
5.Each Shareholder represents and warrants to Party A that such Shareholder owns such amount of the Equity Interest as set forth next to its name on the signature page below,free and clear of all liens and encumbrances,and such Shareholder has not granted to any party,other than Party A,a power of attorney or proxy over any of such amount of the Equity Interest or any of such Shareholder’s rights as a shareholder of Company B.Each Shareholder further represents and warrants that the execution and delivery of this Agreement by such Shareholder shall not violate any law,regulations,judicial or administrative order,arbitration award,agreement, contract or covenant applicable to such Shareholder.每位股东向甲方陈述和保证：该股东拥有所有在签字页姓名以下显示的股权数额，并且没有任何担保和权利负担。