2018.02.04成翻.docxVIP

英译汉Types of Transactions交易类型(i)Private acquisition of shares? 非上市公司股份收购In principle, there are no restrictions related to foreign investors acquiring shares in Romanian limited liability companies and joint stock companies. The governing law in such cases is Companies Law.原则上，对外国投资者收购罗马尼亚有限责任公司和股份公司的股份是没有限制的，其适用的法律为公司法。In joint stock companies, shares may be transferred freely, unless the shareholders agree otherwise. In limited liability companies, shares may be freely transferred among shareholders; the transfer to persons outside the company is only allowed if approved by the shareholders representing at least ? of the registered share capital. In both limited liability companies and joint stock companies, the shareholders may restrict the transfer of shares by inserting certain limitations in the company’s articles of association.在股份公司中，股份可以被自由转让，除非股东另有约定。在有限责任公司中，股东之间可以自由转让股份；转让给公司以外的受让人的，必须经过代表至少3/4注册股本的股东同意。在股份公司和有限责任公司中，股东均可以在公司章程中添加某些限制性条件以达到限制股份转让的目的。Another method to acquire shares in private companies is to make a share capital subscription in the target company (in cash or in kind contributions). In case the contribution is made in kind, certain procedures must be followed, such as performing an evaluation report to assess the market value of the contribution.?另一种收购非上市公司股份的方式是目标公司股份认购（现金或实物出资）。以实物出资的，必须要遵照特定程序进行，如开具一份该实物出资的市场价值评估报告。In joint-stock companies, the shares issued for the increase of the share capital will be offered for subscription, first to the other shareholders, proportionally to the number of shares they hold.?在股份公司中，为增资而新发的股份会以认购的方式发行，股东按持股比例优先认购。As a rule, a company may not subscribe its own shares. The Companies Law provides however for some exceptions when a joint stock company may acquire its own shares (i) in a restricted manner, and (ii) in an unrestricted manner. In all cases, for as long as they are held by the company itself, the acquired shares do not give rise to the right to vote or to the right to receive dividends and mus