Companies(Amendment)Law,2013, Cayman Islands, Company law

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公司法英文版

新《公司法》(英文版法条)Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the 18th meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005. This Law, as amended, is hereby promulgated and will come into force on January 1, 2006.)Chapter One: General ProvisionsChapter Two: Incorporation and Organizational Structure of a Limited Liability Company Section One IncorporationSection Two Organizational StructureSection Three Special Provisions on One-Person Limited Liability CompaniesSection Four Special Provisions on Wholly State-owned CompaniesChapter Three: Share Transfer of a Limited Liability CompanyChapter Four: Establishment and Organizational Structure of a Joint Stock Limited Company Section One EstablishmentSection Two General Meeting of ShareholdersSection Three Board of Directors and General ManagerSection Four Board of SupervisorsChapter Five Issue and Transfer of Shares of Joint Stock Limited CompaniesSection One Issue of SharesSection Two Assignment Of SharesChapter Six: Qualifications and Obligations of Directors, Supervisors and Senior OfficersChapter Seven: Company BondsChapter Eight : Financial and Accounting Affairs of CompanyChapter Nine:Merger and Division of Company, Increase and Decrease of Registered CapitalChapter Ten: Dissolution and Liquidation of CompanyChapter Eleven : Branch of Foreign CompanyChapter Twelve: Legal LiabilitiesChapter Thirteen : Supplementary ProvisionsChapter One: General ProvisionsArticle 1This Law is enacted in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2The term 'company' referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article 3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legal person. A company shall be liable for its debts to the extent of all its assets. In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions. In the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article 4The shareholders of a company shall enjoy such rights as benefiting from assets of the company, making major decisions and selecting managerial personnel in accordance with the law.Article 5In conducting its business, a company must abide by laws and administrative rules and regulations, observe social morals and business ethics, conduct businesses in good faith, subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article 6A company shall apply to the company registration authority for establishment registration. Companies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies; while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws, administrative rules and regulations provide that incorporation of companies must be subject to examination and approval, the procedures of examination and approvalshall be completed according to law prior to the registration of such companies.The public may inquire about registration items from the company registration authority. The company registration authority shall provide such inquiry service.Article 7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law. The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company, registered capital, paid-in capital, business scope, the name of the legal representative, etc. In the event of any change to the registration item of the business license, a company shall undergo alteration registration procedures with the company registration authority in accordance with the law, after which a new business license shall be issued to the company.Article 8A limited liability company established according with this Law must clearly indicate the words 'limited liability company' in its name.A joint stock limited company established according to this Law must clearly indicate the words 'joint stock limited company' or ‘joint stock company’ in its name.Article 9If a limited liability company is to be converted into a joint stock limited company, it shall satisfy the requirements for a joint stock limited company stipulated by this Law. If a joint stock limited company is to be converted into a limited liability company, it shall satisfy the requirements for a limited liability company stipulated by this Law. Where a limited liability company is converted into a joint stock limited company or vice versa, the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article 10A company's domicile shall be the place where its main administrative organization is located.Article 11Articles of association must be formulated in accordance with the law when a company is incorporated. A company's articles of association shall have binding force on the company, its shareholders, directors, supervisors and senior officers.Article 12A company's scope of business shall be defined in its articles of association and registered in accordance with the law. A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws, administrative rules and regulations shall be approved in accordance with the law.Article 13The legal representative of a company may be represented by the chairman, executive director or manager of a company in compliance with its articles of association and registered in accordance with the law. In the event of any change of the legal representative of a company, such change shall be registered in accordance with the law.Article 14A company may establish branches. The company, in establishing its branch(es), shall conduct establishment registration procedures with the company registration authority and obtain the business license(s). The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of enterprise legal persons, and shall independently bear civil liabilities in accordance with the law.Article 15A company may invest in other enterprises, however, unless otherwise stipulated by the law, the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article 16Investments in other enterprises or provisions of security by a company shall be determined by its board of directors, shareholders meeting or general meeting of shareholders in compliance with its articles of association. Where the limit of the aggregate amount of investment or security extended by a company or, the amount of investment or security extended in each case is set out in the articles of association, the actual amount of investment or security shall not exceed such limit. Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph. The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article 17Companies must protect the lawful rights and interests of their staff and workers, sign labor contracts with them and cover them with social insurances in accordance with the law, and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article 18Company's staff and workers shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protectthe lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration, work hours, welfare, insurance, labor security, etc. in accordance with the law.Companies shall, through the congress of the workers and staff members or other forms, practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company, or formulating important rules and regulations and shall, through the congress of the workers and staff members or other forms, seek advice and suggestions from its staff and workers.Article 19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of China. Companies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article 20The shareholders of a company shall exercise their shareholders’rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company, shall not abuse their shareholders’ rights to injure the interests of the company or other shareholders, or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’s creditors.Where the abuse of shareholders’ rights causes any loss to the company or other shareholders, such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors, such shareholders shall bear joint and several liability for the debts ofthe company.Article 21The controlling shareholders, actual controllers, directors, supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and, where any losses are incurred in violation hereof, shall be liable for compensation.Article 22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting, the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting, general meeting of shareholders or board of directors of a company or the voting method violates laws, administrative rules and regulations or the articles of association of the company, or the resolution thereof contravenes the articles of association of the company, shareholders may, within sixty (60) days of the resolution, apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph, a people’s court may, at the company’s request, order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors, the company shall, after the people’s court declares such resolution null and void or revokes the same, shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two: Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle 23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1) The number of shareholders conforms to the statutory quorum;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association of the company;(4) The company has a name and an organizational structure established in compliance with the requirements for a limited liability company; and(5) The company has a domicile.Article 24A limited liability company shall be incorporated by not more than fifty (50) shareholders.Article 25The articles of association of a limited liability company shall specify the following particulars:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the method, amount and time of capital contributions by the shareholders;(6) the organization of the company, its method of creation, functions and powers and therules of procedure;(7) the legal representative of the company;(8) other items which the shareholders deem necessary to be specified. Shareholders shall sign and execute the article of association of the company.Article 26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority. The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent (20%) of the registered capital or the minimum amount prescribed by the law, the remaining of which shall be fully paid up within two years of the establishment of the company. In the case of an investment company, the remaining amount of the registered capital may be paid up within five years of the establishment of the company. The minimum amount of the registered capital of a limited liability company shall be RMB 30, 000. Where laws and administrative regulations provide for more than the minimum amount, such provisions shall apply.Article 27Except for assets forbidden to be used as contribution by laws and administrative regulations, a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification, and shall not be overvalued or undervalued. Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property, such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent (30%) of the amount of the registered capital of the limited liability company.Article 28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company. Where a shareholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established. Where a shareholder makes its capital contribution in the form of non-currency property, the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall, they shall, in addition to making the contributions in full, be liable for breach of contract towards the shareholders who have made full capital contributions.Article 29After all shareholders have made their capital contributions in full, such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article 30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution, application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration, the articles of association and the capital verification certificate.Article 31Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference. Those who are shareholders at the time of the incorporation of the companyshall bear joint and several liability therefor.Article 32After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of its capital contribution;(5) the serial number of the capital contribution certificate and the date of its verification and issuance. A capital contribution certificate shall bear the seal of the company on it.Article 33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1) the names or titles and domiciles of the shareholders;(2) the amounts of capital contributions of the shareholders; and(3) the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and, in the event of any change thereof, apply for alteration registration. Unless duly registered, theabove-mentioned items and any changes thereof shall not be a defense against a third party.Article 34A shareholder shall have the right to view the articles of association, the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company. For this purpose, they shall submit a written request and state reasons. Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company, the company may refuse such request and shall, within fifteen (15) days of such request, reply in written form and state reasons. Given such, shareholders may apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article 35Unless otherwise agreed upon by all shareholders, shareholders shall draw dividends in proportion to their actual capital contributions and, where a company increases capital, shall have priority in subscription for new shares in proportion to their actual contributions.Article 36Once a company is registered, its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle 37The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.The shareholders meeting shall exercise the following functions and powers:(1) to decide on the business policy and investment plan of the company;(2) to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the supervisory board or supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve plans for profit distribution of the company and plans for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issuance of company bonds;(9) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) to amend the articles of association of the company;(11) to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders, the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article 40Shareholders meetings shall be divided into regular meetings and interim meetings. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors, or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article 41Where a limited liability company has a board of directors, its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board. Where the chairman of the board is unable to or does not perform his function, the meeting shall be presided over by a vice-chairman. Where the vice-chairman is unable to or does not perform his function, the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors, the shareholders meetings shall be convened and presided over by the executive director.Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.Article 42All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.Article 43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.Article 44Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article 45Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of other limited liability companies may also include representatives of the staff and workers. Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms. A board of directors shall have a chairman and may have a vice-chairman. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article 46The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed three (3) years. A director may continue to serve his post if he is re-elected upon the expiration of his term. Where a new elect is not yet available upon expiration of a director’s term, or the number of the directors on the board is less than the quorum due to the resignation of a director within his term, such director, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.Article 47The board of directors is accountable to the shareholders meeting and shall exercise the following powers:(1) being responsible for convening shareholders meetings and presenting reports thereto;(2) implementing resolutions adopted by the shareholders meeting;(3) determining the company's operational plans and investment programs;(4) preparing annual financial budget plans and final accounting plans of the company;(5) preparing profit distribution plans and plans to cover company losses;(6) preparing plans for increasing or reducing registered capital of the company or issuing company bonds;(7) drafting plans for merger, division, change of corporate form or dissolution of the company;(8) determining the structure of the company's internal management;(9) appointing or removing the general manager of the company, appointing or removing, upon the general manager's recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;。

Companies Law (2017 Amendment)开曼公司法

CAYMAN ISLANDSSupplement No. 1 published with ExtraordinaryGazette No. 31 dated 7th April, 2017.THE COMPANIES (AMENDMENT) LAW, 2017(LAW 2 OF 2017)The Companies (Amendment) Law, 2017THE COMPANIES (AMENDMENT) LAW, 2017ARRANGEMENT OF SECTIONS1. Short title and commencement2. Amendment of the principal Law - insertion of new Part XVIIA3. Renumbering of sections 244 and 245 of the principal Law4. Amendment of the principal Law - insertion of Schedule 65. Transitional Provision2The Companies (Amendment) Law, 20173CAYMAN ISLANDSLaw 2 of 2017I AssentHelen KilpatrickGovernor.Date: 6thApril, 2017A LAW TO AMEND THE COMPANIES LAW (2016 REVISION) IN ORDER TO REQUIRE COMPANIES INCORPORATED IN THEISLANDS TO ESTABLISH AND MAINTAIN BENEFICIAL OWNERSHIP REGISTERS WHICH MAY BE SEARCHED BY THE COMPETENT AUTHORITY; AND FOR INCIDENTAL AND CONNECTED MATTERS ENACTED by the Legislature of the Cayman Islands. 1.(1) This Law may be cited as The Companies (Amendment) Law, 2017.(2) This Law shall come into force on such date as may be appointed by the Cabinet and different dates may be appointed for different provisions. 2. The Companies Law (2016 Revision), in this Law refe rred to as “the principal Law”, is amended by inserting after Part XVII the following Part -“PART XVIIA - Beneficial Ownership RegistersPreliminaryInterpretation244. (1) In this Part -“beneficial owner”, in relation to a company, has the meaning assigned by sections 247(3), (4) and (5);Short title and commencementAmendment of theprincipal Law – insertion of new Part XVIIAThe Companies (Amendment) Law, 20174(2003 Revision) (2013 Revision) (Law 32 of 2010)(2016 Revision)“beneficial ownership register” means a register of adequate, accurate and current information maintained by a company pursuant to section 252, containing the required particulars of registrable persons in relation to the company;“competent authority” means the Minister referred to in section 246(1) and includes the person designated by the Minister under that section; “corporate services provider” means an individual or legal entity that provides corporate services under the Companies Management Law (2003 Revision), the Banks and Trust Companies Law (2013 Revision), the Insurance Law, 2010 or any other “regulatory law” as de fined in section 2 of the Monetary Authority Law (2016 Revision) pursuant to which the individual or legal entity is licensed or permitted to provide registered office services;“individual” means a natural person;“legal entity” means a company, limited liability company or other body that is a legal person under the law by which it is governed;“prescribed” means prescribed by regulations made under section 280; “registered shareholder” means a person who is named as a shareholder of a company or member of a company on the register of members of the company;“registrable person” means an individual or relevant legal entity that is a registrable person under section 251;“relevant interest” means an interest that a person holds in a company consisting of -(a) shares or voting rights in the company; or(b) the right to appoint or remove a majority of the directorsof the company;“relevant legal entity”, in relation to a company, has the meaning assigned by section 248(3);“required particulars” means pa rticulars in respect of a registrable person required to be kept in a company’s beneficial ownership register pursuantThe Companies (Amendment) Law, 20175to sections 253 and 254;“restrictions notice” means a notice issued under section 265; and “specified conditions” means the conditions specified in sections 247(3), (4) and (5).(2) This Part is to be read and have effect as if each of the following were an individual, even if they are legal persons under the laws by which they are governed -(a) a corporation sole;(b) a government or government department of a country orterritory or a part of a country or territory;(c) an international organization whose members include twoor more countries or territories (or their governments); (d) a local authority or local government body.ApplicationSchedule 4(2016 Revision)(2016 Revision) Schedule 3245. (1) This Part applies in respect of companies incorporated or registered by way of continuation under this Law, except a legal entity or subsidiary of one or more legal entities, each of which is -(a) listed on the Cayman Islands Stock Exchange or anapproved stock exchange in Schedule 4;(b) registered or holding a licence under a “regulatory law” asdefined in section 2 of the Monetary Authority Law (2016 Revision);(c) managed, arranged, administered, operated or promotedby an approved person as a special purpose vehicle, private equity fund, collective investment scheme or investment fund;(d) that is a general partner of a vehicle, fund or schemereferred to in paragraph (c) that is managed, arranged, administered, operated or promoted by an approved person; or(e) exempted by the Regulations.(2) In this section, “approved person” means a person or a subsidiary of a person that is -(a) regulated, registered or holding a licence in the Islandsunder a “regulatory law” as defined in section 2 of the Monetary Authority Law (2016 Revision) or regulated in a jurisdiction listed in Schedule 3 of the Money LaunderingThe Companies (Amendment) Law, 20176(2015 Revision)Schedule 4Regulations (2015 Revision); or(b) listed on the Cayman Islands Stock Exchange or anapproved stock exchange in Schedule 4.(3) For the purposes of this section, a company (“company S”) is a subsidiary of one or more legal entities described in subsection (1) if -(a) such legal entities, separately or collectively, hold inexcess of 75% of the shares or voting rights in company S; (b) each such legal entity is a member of company S and,separately or collectively, such legal entities have the right to appoint or remove a majority of its board of directors; or(c) it is a subsidiary of one or more legal entities each ofwhich is itself a subsidiary of one or more legal entities described in subsection (1).Competent authority246. (1) The Minister charged with responsibility for Financial Services is the competent authority for the purposes of this Part and shall exercise the functions of the competent authority under this Part acting alone or through a person designated by the Minister to act for a specific purpose.(2)The competent authority may do all things necessary or convenient to be done in the performance of the competent authority’s functions under this Law.Identifying Beneficial Owners, Relevant Legal Entities andRegistrable PersonsDuty ofcompanies to identify beneficial owners247. (1) Companies to which this Part applies shall take reasonable steps to identify any individual who is a beneficial owner of the company. (2) For the purpose of identifying individuals who are beneficial owners under subsection (1), a company is entitled to rely, without further enquiry, on the response of a person to a notice in writing sent in good faith by the company, unless the company has reason to believe that the response is misleading or false.(3) An individual (“X”) is a beneficial owner of a company (“company Y”) if the individual meets one or more of the following conditions in relation to the company-(a) X must hold, directly or indirectly, more than 25% of theshares in company Y;The Companies (Amendment) Law, 20177(b) X must hold, directly or indirectly, more than 25% of thevoting rights in company Y;(c) X must hold the right, directly or indirectly, to appoint orremove a majority of the board of directors of company Y.(4) If no individual meets the conditions in subsection (3), X is a beneficial owner of company Y if X has the absolute and unconditional legal right to exercise, or actually exercises, significant influence or control over company Y through the ownership structure or interests described in subsection (3), other than solely in the capacity of a director, professional advisor or professional manager.(5) If no individual meets the conditions in subsections (3) and (4) but the trustees of a trust (or the members of a partnership or other entity that, under the law by which it is governed is not a legal person) meet one of those conditions in relation to company Y in their capacity as such, X is a beneficial owner of company Y if X has the absolute and unconditional legal right to exercise, or actually exercises, significant influence or control over the activities of that trust (or partnership or other entity), other than solely in the capacity of a director, professional advisor or professional manager.Duty ofcompanies to identify relevant legal entities248. (1) A company to which this Part applies shall take reasonable steps to identify all relevant legal entities that exist in relation to the company.(2) For the purpose of identifying relevant legal entities under subsection (1), a company is entitled to rely, without further enquiry, on the response of a legal entity to a notice in writing sent in good faith by the company, unless the company has reason to believe that the response is misleading or false.(3) A “relevant legal entity”, in relation to a company, is a legal entity that -(a) is incorporated, formed or registered (including by way ofcontinuation or as a foreign company) in the Islands under the laws of the Islands; and(b) would be a beneficial owner of the company if it were anindividual.Duty ofcompanies to give notice toregistrable persons249. (1) Subject to subsection (5), a company to which this Part applies shall give notice in writing to beneficial owners and relevant legal entitiesThe Companies (Amendment) Law, 2017identified under sections 247 and 248 and to any person that it knows orhas reasonable cause to believe is a registrable person in relation to it.(2) The notice shall require the persons to whom it is addressed,within one month of the date of receipt of the notice -(a) to state whether or not they are registrable persons, withinthe meaning of this Part; and(b) if they are registrable persons, to confirm or correct anyrequired particulars that are included in the notice andsupply any required particulars that are missing from thenotice.(3) A company may also give notice in writing to a registeredshareholder or a legal entity that the company knows or has reasonablecause to believe is a relevant legal entity in relation to that company(orwould be a relevant legal entity if it were registered under this Law), if thecompany knows or has reasonable cause to believe that such shareholderor legal entity knows the identity of a registrable person.(4) A notice under subsection (3) may require the persons to whomit is addressed -(a) to state whether or not they know the identity of aregistrable person or any person likely to have thatknowledge; and(b) if so, within one month of receipt of the notice, to supply,at the expense of the company, any required particularsrespecting such registrable persons that are within theadd ressee’s knowledge, and to state whether theparticulars are being supplied with or without theknowledge of the person concerned.(5) A company is not required to give a notice to an individual or arelevant legal entity if -(a) the company knows that the individual or entity is not aregistrable person; or(b) the company has already been informed of the individual’sor entity’s status as a registrable person in relation to it,and has received all the required particulars.(6) A person to whom a notice under this section is given is notrequired by that notice to disclose any information -8The Companies (Amendment) Law, 20179(a) in respect of which a claim to legal professional privilegecould be maintained in legal proceedings; or(b) that the person is prohibited by any law applicable in theIslands from disclosing.Duty of beneficial owners and relevant legal entities to supply information250. (1) This section applies to a person if -(a) the person is a registrable person in respect to a companyto which this Part applies;(b) the person knows the facts referred to in paragraph (a); (c) the person has no reason to believe that the person’srequired particulars are stated in the company’s beneficial ownership register;(d) the person has not received a notice from the companyunder section 249; and(e) the circumstances described in paragraphs (a), (b), (c) and(d) have continued for a period of at least one month. (2) The person shall -(a) notify the company of the person’s status as a registrableperson in relation to the company;(b) state the date, to the best of the person’s knowledge, onwhich the person acquired that status; and (c) give the company the required particulars.(3) The duty under subsection (2) must be complied with by the end of the period of one month beginning with the day on which the conditions in subsection (1)(a), (b) and (c) were first met with respect to the person.Individuals and relevant legal entities that are registrable persons251. (1) The following are registrable persons in relation to a company -(a) an individual whom the company identifies pursuant tosection 247 as a beneficial owner of the company;(b) a relevant legal entity identified by the company pursuantto section 248 that -(i) holds an interest in the company or meets one ormore of the specified conditions directly in respect of that company; and(ii) through which any beneficial owner or relevant legalentity indirectly owns an interest in the company.(2) Whether a person holds an interest in a company or meets a specified condition in relation to the company directly or indirectly shallThe Companies (Amendment) Law, 201710be determined in accordance with the Regulations.Establishing Beneficial Ownership RegistersDuty to establish and maintain beneficialownership register(Law 22 of 2011)252. (1) A company to which this Part applies by virtue of section 245(1) shall keep its beneficial ownership register at the company’s registered office.(2) The following types of companies shall engage a corporate services provider to assist them to establish and maintain their beneficial ownership registers -(a) exempted companies;(b) ordinary non-resident companies;(c) companies registered as special economic zone companiesunder the Special Economic Zones Law, 2011.(3) Ordinary resident companies to which this Part applies shall engage either a corporate services provider or the Registrar to assist them to establish and maintain their beneficial ownership registers.(4) The Registrar may charge the prescribed fees for establishing and maintaining a beneficial ownership register on behalf of an ordinary resident company.Role of corporate services provider and Registrar253. (1) A company to which this Part applies shall provide in writing to a corporate services provider or to the Registrar, as the case may be, the required particulars of registrable persons in respect of that company, once those particulars have been confirmed.(2) The company shall instruct the corporate services provider or the Registrar, as the case may be, to enter the required particulars of registrable persons in the company’s beneficial ownership register in the prescribed form and manner, or if no registrable persons are identified to enter a nil return.(3) Particulars need not be entered concerning an individual or relevant legal entity that is not a registrable person.(4) For the purposes of this section, particulars are considered to have been confirmed if -(a) the company has reasonable grounds to believe that theyThe Companies (Amendment) Law, 201711were supplied or confirmed by the individual or entity towhom the particulars relate;(b) another person supplied or confirmed them to thecompany, and the company has reasonable grounds tobelieve that this was done with the knowledge of theindividual or entity to whom the particulars relate; or(c) the particulars were included in a statement of initialsignificant control delivered to the Registrar bysubscribers wishing to form a company.Requiredparticulars254. (1) The required particulars of an individual are -(a) full legal name;(b) residential address and, if different, an address for serviceof notices under this Law;(c) date of birth;(d) information identifying the individual from their passport,driver’s licence or other government -issued document,including -(i) identifying number;(ii) country of issue; and(iii) date of issue and of expiry; and(e) the date on which the individual became or ceased to be aregistrable person in relation to the company in question.(2) In the case of a person in relation to whom this Part has effect by virtue of section 244(2), the required particulars are -(a) name;(b) principal office;(c) the legal form of the person and the law by which theperson is governed; and(d) the date on which the person became or ceased to be aregistrable person in relation to the legal entity inquestion.(3) The required particulars of a relevant legal entity are -(a) corporate or firm name;(b) registered or principal office;(c) the legal form of the entity and the law by which it isgoverned;(d) if applicable, the register of companies in which it isentered and its registration number in that register; and(e) the date on which it became or ceased to be a registrableThe Companies (Amendment) Law, 201712person in relation to the company in question.Duty of companyto keep register up to date255. (1) If a company to which this Part applies becomes aware of arelevant change with respect to a registrable person whose required particulars are stated in its beneficial ownership register, the company shall give notice to the registrable person, as soon as reasonably practicable after it learns of the change or first has reasonable cause to believe that the change has occurred, requesting confirmation of the change. (2) If the person to which a notice is sent under subsection (1) confirms the relevant change, the company shall record the details of the change and instruct the corporate services provider or the Registrar, as the case may be, to enter in the company’s beneficial ownership register in the prescribed form and manner - (a) the details of the relevant change confirmed by the company; (b) the date on which the change was made; and (c) whether there are further alterations to be made. (3) For the purposes of this section, a relevant change occurs if - (a) the registrable person ceases to be a registrable person in relation to the company; or (b) any other change occurs as a result of which the required particulars stated respecting the registrable person in the company’s beneficial ownership register are materially incorrect or incomplete. (4) A relevant change with respect to a registrable person is considered to have been confirmed if - (a) the company has given notice to the person requesting confirmation, within the period of one month from the date of the notice, of the relevant change, the date of the change and the required particulars included in the notice; and (b) the details, date and particulars of the change have been supplied or confirmed to the company by the registrable person, or by another person, with the knowledge of the registrable person. Consequences offailure to disclosebeneficialownership256. (1) If a company’s corporate services provider or the Registrar, as the case may be, is of the opinion that the company has failed to complyThe Companies (Amendment) Law, 2017 13with section 253 or 255 without reasonable excuse or has made a statement to them that is false, deceptive or misleading in respect of a material particular, the corporate services provider or the Registrar, as the case may be, shall give notice of their opinion to the company. (2) On receipt of a notice under subsection (1), the company shall provide the corporate services provider or the Registrar, as the case may be, with - (a) the missing particulars required under section 253 or 255 pertaining to registrable persons; and (b) a justification or correction respecting any statement identified in the notice. (3) If the company fails, due to the failure of a registrable person to comply with their obligations under this Law, to provide the missing particulars referred to in subsection (2)(a) within one month of receipt of the notice, the company shall - (a) issue a restrictions notice to the registrable persons whose particulars are missing with regard to the shares or other relevant interest of such registrable persons in the company; and (b) send a copy of the notice to the competent authority within two weeks of issuing it. (4) A person to whom a restrictions notice is issued under this section may apply to the Grand Court to set aside any restriction imposed by the notice. Duty of otherpersons to updateregister257. (1) This section applies to persons if - (a) they have stated that they are registrable persons, withinthe meaning of this Part, in response to a notice receivedunder section 249 or they have reason to believe that theirrequired particulars are stated in a company’s beneficialownership register;(b) a relevant change, within the meaning of section 255(3),occurs with respect to the person;(c) they know of the change;(d) they have no knowledge that the beneficial ownershipregister has been altered to reflect the change; and(e) they have not received a notice from the company undersection 255 by the end of the period of one monthThe Companies (Amendment) Law, 201714 beginning with the day on which the change occurred. (2) A person to which this section applies shall - (a) notify the company of the relevant change; (b) state the date on which it occurred; and (c) give the company any information needed to update the company’s beneficial ownership register. (3) The duty under subsection (2) shall be complied with by the end of the period of one month beginning with the day on which the person discovered the relevant change. Removal ofentries fromcompany’sbeneficialownership register258. A company may cause an entry relating to a person that is no longer a registrable person to be removed from its beneficial ownership register on the expiration of five years from the date on which the person ceased to be a registrable person in relation to the company. Power of GrandCourt to rectifybeneficialownership register259. (1) If - (a) the name of any individual or relevant legal entity is, without sufficient cause, entered in or omitted from a company’s beneficial ownership register as a registrable person; or (b) default is made or unnecessary delay takes place in e ntering on a company’s beneficial ownership register the fact that the individual or relevant legal entity has ceased to be a registrable person, the person aggrieved, or any individual or relevant legal entity that is a registrable person in relation to the company, may apply to the Grand Court for rectification of the company’s beneficial ownership register. (2) The Grand Court may - (a) refuse the application; or (b) order rectification of the beneficial ownership register and payment by the company of any damages sustained by any person aggrieved. (3) On an application under this section, the Grand Court may decide any question - (a) as to whether the name of any person who is a party to the application should or should not be entered in or omitted from the company’s beneficial ownership register ; andThe Companies (Amendment) Law, 201715(b) that is necessary or expedient to be decided forrectification of the company’s beneficial ownershipregister.(4) If the Grand Court makes an order for rectification of a company’s beneficial ownersh ip register against the company, it shall direct notice of the rectification to be given to the competent authority.Access to Beneficial Ownership Information Duty of competent authority toestablish searchplatform260. (1) The competent authority shall establish a search platform by means of which access may be provided to information on all beneficial ownership registers maintained on behalf of companies subject to this Part by corporate services providers or the Registrar.(2) The search platform must - (a) be secure and accessible only by the competent authority; (b) be able to search all company beneficial ownership information provided to the competent authority by corporate service providers or the Registrar by the name of an individual, legal entity or company; and (c) prevent communication to any person of the fact that a search is being made or has taken place, except where the competent authority expressly discloses such communication. Duties ofRegistrar andcorporate servicesproviders261. A corporate services provider engaged by a company pursuant to section 252, or the Registrar if so engaged, shall provide an information technology solution, either directly or through another corporate services provider, that enables the corporate services provider or Registrar, as the case may be - (a) to establish and maintain the company’s beneficial ownership register on its behalf; and (b) to provide the information on the beneficial ownership register to the competent authority by way of the search platform established pursuant to section 260. Limits on searchesthat may beexecuted262. (1) Subject to subsection (2), the competent authority shall execute a search of a company’s beneficial ownership register by means of the search platform if formally requested to do so by a senior official designated by name or position by the Minister, representing one of the following bodies -The Companies (Amendment) Law, 201716(2016 Revision)(2016 Revision)(2016 Revision)(2016 Revision)Schedule 6Disclosure ofbeneficialownershipinformation by theCayman IslandsMonetaryAuthority(2016 Revision)(2016 Revision)(a) the financial intelligence unit, as defined in the Proceeds of Crime Law (2016 Revision); (b) the Financial Reporting Authority, as defined in the Proceeds of Crime Law (2016 Revision); (c) the Cayman Islands Monetary Authority; (d) the Tax Information Authority, designated under section 4 of the Tax Information Law (2016 Revision); and (e) any other body which is assigned responsibility for monitoring compliance with money laundering regulations under section 4(9) of the Proceeds of Crime Law (2016 Revision). (2) The competent authority may only execute the search if the senior official referred to in subsection (1) certifies that the request for the search is proper and lawfully made for any purpose under the legislation governing the affairs or responsibilities of the body. (3) The competent authority shall execute a search of a company’s beneficial ownership register by means of the search platform if formally requested to do so by the Financial Crime Unit of the Royal Cayman Islands Police Service if a senior official of the Unit certifies that the request for the search is in response to a request from a jurisdiction listed in Schedule 6 that has entered into an agreement with the Government respecting the sharing of beneficial ownership information made - (a) by a law enforcement official designated by the agreement; and (b) in compliance with that agreement. (4) No person shall use the search platform to search a company’s beneficial ownership register except the competent authority. 263. (1) The Cayman Islands Monetary Authority may, on request by the competent authority, disclose any information in its possession respecting a company or a subsidiary of a company registered or holding a licence under a “regulatory law” as defined in section 2 of the Monetary Authority Law (2016 Revision) that the company or subsidiary would be required to provide under this Part as required particulars, if this Part applied to the company or subsidiary. (2) For greater certainty, section 50(1) of the Monetary Authority Law (2016 Revision) does not apply to a disclosure made under this section.。

开曼公司法(中英对照)

《公司法》（2002年修订）股份有限公司MEMORANDUM OF ASSOCIATIONOF[【】CAYCO][[]开曼公司]公司备忘录1.The name of the Company is [【】CAYCO].1.公司名称为[【】开曼公司]。

2.The Registered Office of the Company shall be at the offices of [●], George Town, Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time decide.2.公司的注册地址为[●]，乔治镇，大开曼岛，开曼群岛，或者董事随时决定的该等其他地址。

3.The objects for which the Company is established are unrestricted and shall include, but without limitation, the following:3.公司的设立目的并不受限制，且包括但不限于如下内容：(a)(i)To carry on the business of an investment company and to act as promoters and entrepreneurs and to carry on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations. (a)(i)开展投资公司业务，担任发起人或创办人，作为金融方、资本方、特许经营人、批发零售商、经纪人、贸易商、经销商、代理人、进口商和出口商开展业务，经营各种投资、融资、商业、批发零售、贸易和其他业务。

国际股份有限公司管理条例(中英文对照)(参考文本)

国际股份有限公司管理条例（中英文对照）（参考文本）合同范本interpretation释义1 ． in these regulations一、在本章程中“ act “ means the companies act ;“法规” ( act) 指《公司法》；“ seal” means the common seal of the company ; “印鉴”指公司的通常印鉴；“secretary”means any person appointed to perform the duties of a secretary of the company ;“书记员” ( secretary ）指任何被指派履行公司书记员职务的人；expressions referring to writing shall , unless the contrary intention appears , be construed as including references to printing， lithography , photography and other modes of representing or reproducing words in a visible form ;如无相反旨意，书面表达形式应解释为包括铅印、版印、影印及其他以可见形式呈现或复制文字的模式；words or expressions contained in these regulations shall be interpreted in accordance with the provisions ofthe interpretation act , and of the act as in force at the date at which these regulations become binding on the company．本章程所含的单词和词组应按《法律解释法》以及本章程对公司产生约束力之日有效的《公司法》的规定予以解释。

Company_Law_of_the_People's_Republic_of_China_(Revised_in_2013)-公司法

中华⼈民共和国公司法（2013年修订）Company Law of the People's Republic of China (Revised in 2013)发文日期: 2013-12-28Promulgation date: 2013-12-28地域: 全国Effective region: NATIONAL颁布机关: 全国⼈民代表⼤会常务委员会Promulgator: Standing Committee of the National People's Congress文号: 中华⼈民共和国主席令第8号Document no: Order of the President of People's Republic of China No. 8时效性: 现行有效Effectiveness: Effective生效日期: 2014-03-01Effective date: 2014-03-01所属分类: 综合 ( 公司法->综合 )Category: General ( Company Law->General )中华⼈民共和国公司法（2013年修订）Company Law of the People's Republic of China (Revised in 2013)中华⼈民共和国主席令第8号Order of the President of the People's Republic ofChina No.82013年12月28日December 28, 2013 （1993年12月29日第⼋届全国⼈民代表⼤会常务委员会第五次会议通过根据1999年12月25日第九届全国⼈民代表⼤会常务委员会第十三次会议《关于修改<中华⼈民共和国公司法>的决定》第⼀次修正根据2004年8月28日第十届全国⼈民代表⼤会常务委员会第十⼀次会议《关于修改<中华⼈民共和国公司法>的决定》第⼆次修正 2005年10月27日第十届全国⼈民代表⼤会常务委员会第十⼋次会议修订根据2013年12月28日第十⼆届全国⼈民代表⼤会常务委员会第六次会议《关于修改<中华⼈民共和国海洋环境保护法>等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Revising the Company Law of the People's Republic of China dated December 25, 1999; amended for the second time in accordance with the Decision of the 11th Session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on Revising the Company Law of the People's Republic of China dated August 28, 2004; revised at the 18th Session of the Tenth National People's Congress of the People's Republic of China on October 27, 2005; and amended for the third time in accordance with the Decision on Revising Seven Laws Including the Law of the People's Republic of China on the Protection of the Marine Environment at the Sixth Session of the Standing Committee of the 12th National People's Congress of the People's Republic of China dated December 28, 2013) 第⼀章　总则第⼆章　有限责任公司的设立和组织机构第⼀节　设立第⼆节　组织机构第三节　⼀⼈有限责任公司的特别规定第四节　国有独资公司的特别规定ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of a Limited Liability CompanySection 1 EstablishmentSection 2 Organizational StructureSection 3 Special Provisions on Single Shareholder Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned 第三章　有限责任公司的股权转让第四章　股份有限公司的设立和组织机构第⼀节　设立第⼆节　股东⼤会第三节　董事会、经理第四节　监事会第五节　上市公司组织机构的特别规定第五章　股份有限公司的股份发行和转让第⼀节　股份发行第⼆节　股份转让第六章　公司董事、监事、高级管理⼈员的资格和义务第七章　公司债券第⼋章　公司财务、会计第九章　公司合并、分立、增资、减资第十章　公司解散和清算第十⼀章　外国公司的分支机构第十⼆章　法律责任第十三章　附则CompaniesChapter III Transfer of Stock Rights in Limited Liability CompaniesChapter IV Establishment and Organizational Structure of a Joint Stock Limited CompanySection 1 EstablishmentSection 2 General MeetingSection 3 Board of Directors and ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure of a Listed CompanyChapter V Issuance and Transfer of Shares in a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Duties of Company Directors, Supervisors and Senior OfficersChapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of CompaniesChapter IX Combination and Division of Companies; Increase and Reduction of Registered CapitalChapter X Company Dissolutions and Liquidations Chapter XI Branches of Foreign CompaniesChapter XII Legal LiabilityChapter XIII Supplementary Provisions 第⼀章　总则Chapter I General Provisions 第⼀条　为了规范公司的组织和行为，保护公司、股东和债权⼈的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。

中国公司法中英对照版Company Law of the People's Republic of China (2013 Amendment)

Company Law of the People's Republic of China (2013 Amendment)[Effective] 中华人民共和国公司法(2013修正) [现行有效]Issuing authority:Standing Committee of the NationalPeople's CongressDocument Number:Order No.8 of the President of thePeople's Republic of ChinaDate issued:12-28-2013 Level of Authority:LawsArea of law:CompaniesCompany Law of the People's Republic of China 中华人民共和国公司法(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013) （1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正 2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）Contents 目录Chapter I General Provisions 第一章总则Chapter II Establishment and Organizational Structure of A Limited Liability Company 第二章有限责任公司的设立和组织机构Section 1 Establishment 第一节设立Section 2 Organizational structure 第二节组织机构Section 3 Special Provisions on One-person Limited Liability Companies 第三节一人有限责任公司的特别规定Section 4 Special Provisions on Wholly State-owned Companies 第四节国有独资公司的特别规定Chapter III Transfer of Stock Right of A Limited Liability Company 第三章有限责任公司的股权转让Chapter IV Establishment and Organizational Structure of A Joint Stock Limited Company 第四章股份有限公司的设立和组织机构Section 1 Establishment 第一节设立@Section 2 Shareholders' Assembly 第二节股东大会Section 3 Board of Directors, Managers 第三节董事会、经理Section 4 Board of Supervisors 第四节监事会Section 5 Special Provisions on the Organizational Structure of A ListedCompany第五节上市公司组织机构的特别规定Chapter V Issuance and Transfer of Shares of A Joint Stock Limited Company 第五章股份有限公司的股份发行和转让Section 1 Issuance of Shares 第一节股份发行Section 2 Transfer of Shares 第二节股份转让Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company 第六章公司董事、监事、高级管理人员的资格和义务Chapter VII Corporate Bonds 第七章公司债券Chapter VIII Financial Affairs and Accounting of A Company 第八章公司财务、会计Chapter IX Merger and Split-up of Company; Increase and Deduction ofRegistered Capital第九章公司合并、分立、增资、减资Chapter X Dissolution and Liquidation of A Company 第十章公司解散和清算Chapter XI Branches of Foreign Companies 第十一章外国公司的分支机构Chapter XII Legal Liabilities 第十二章法律责任Chapter XIII Supplementary Provisions 第十三章附则Chapter I General Provisions 第一章总则Article 1 This Law is enacted for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。

开曼群岛税务官方规定(2013年修订)

CAYMAN ISLANDSSupplement No. 16 published with Gazette No. 21 of 21st October, 2013.TAX INFORMATION AUTHORITY LAW(2013 Revision)TAX INFORMATION AUTHORITY REGULATIONS(2013 Revision)Revised under the authority of the Law Revision Law (1999 Revision).The Tax Information Authority Regulations, 2006 made the 9th May, 2006 consolidated with the Tax Information Authority (Amendment) Regulations, 2009 made the 27th January, 2009 and the Tax Information Authority (Amendment) Regulations, 2012 made the 31st July, 2012.Consolidated and revised this 31st day of July, 2013.Note (not forming part of the Law): This revision replaces the 2009 Revision which should now be discarded.2TAX INFORMATION AUTHORITY REGULATIONS(2013 Revision)ARRANGEMENT OF REGULATIONS1. Citation2. Definitions3. Form of Public Policy Certificate4. Form of Certificate of Compliance5. Form of Notice to Produce Information6. Form of Notice of Request34TAX INFORMATION AUTHORITY REGULATIONS(2013 Revision)1. These regulations may be cited as the Tax Information Authority Regulations (2013 Revision).Citation 2. In these regulations - Definitions “Schedule” means the Schedule to these regulations; and“section” means a section of the Tax Information Authority Law (2013 Revision).3. The form to be used for the purposes of section 6(2) is prescribed in Form 1 in the Schedule. Form of Public Policy Certificate Schedule4. The form to be used for the purposes of section 7(3) is prescribed in Form 2 in the Schedule. Form of Certificate of Compliance5. The form to be used for the purposes of section 8(4)(b) is prescribed in Form 3 in the Schedule. Form of Notice to Produce Information6. The form to be used for the purposes of section 17(1) is prescribed in Form 4 in the Schedule. Form of Notice of Request5SCHEDULEFORM 1regulation 3TAX INFORMATION AUTHORITYCAYMAN ISLANDSPUBLIC POLICY CERTIFICATE BY ATTORNEY GENERAL Issued pursuant to section 6(2) of the Tax Information Authority Law (2013Revision).UPON notification being made to me, on , 20…, by the Tax Information Authority pursuant to section 6(1) of the Tax Information Authority Law (2013 Revision) (“the Law”), that the Authority is in receipt of a request in the matter stated below which has been made pursuant to the terms of the Tax Information Agreement (“TIA”) stated below or pursuant to Part IV of the Law by the country stated below [delete as appropriate], and that in the opinion of the Authority there are issues of public policy raised by the requestName of matter to which the request relates:Date of request:TIA: Agreement between the Governmentof the Cayman Islands and[name of country orterritory] dated [ ] andscheduled as Schedule [ ] to theTax Information Authority Law(2013 Revision);6orCountry:[nameof country which is a scheduledCountry for the purposes of theLaw][delete as appropriate]AND UPON my consideration of the request and the particulars thereof as set out in the said notification:I HEREBY CERTIFY that the execution of the request is contrary to the public policy of the Cayman Islands.Attorney GeneralDated this day of , 20 .7FORM 2regulation 4TAX INFORMATION AUTHORITYCAYMAN ISLANDSCERTIFICATE OF COMPLIANCEIssued pursuant to section 7(3) of the Tax Information Authority Law (2013Revision).The Tax Information Authority hereby certifies that the request in the matter stated below has been determined by the Authority to be in compliance with the Tax Information Agreement between the Government of the Cayman Islands andand[ ][name of country or territory]datedscheduled as Schedule [ ] to the Tax Information Authority Law (2013 Revision) or the provisions of Part IV of the Tax Information Authority Law (2013 Revision)[delete as appropriate].Name of matter to which the request relates:Country making request: __________________________________Date of request:Director, Tax Information AuthorityDated this day of , 20 .8FORM 3regulation 5 TAX INFORMATION AUTHORITYCAYMAN ISLANDSNOTICE TO PRODUCE INFORMATIONIssued pursuant to section 8(4)(b) of the Tax Information Authority Law (2013Revision).To: [name and address of holder of information]WHEREAS(1) a request has been made to the Tax InformationAuthority (“the Authority”) pursuant to anAgreement for the provision of informationin taxation matters scheduled to the TaxInformation Authority Law (2013 Revision)(“the Law”) [or pursuant to Part IV of the TaxInformation Authority Law (2013 Revision)(“the Law”) ] [delete as appropriate];(2) the Authority has determined that the request isvalid and has certified the request as compliantwith the relevant scheduled Agreement [or PartIV of the Law] [delete as appropriate];9(3) pursuant to the request, the Authority considersit necessary to obtain specifiedinformation/information of a specifieddescription [delete as appropriate] from you inaccordance with section 8(4)(b) of the Law:THEREFORE:The Authority hereby requires you to produce to theAuthority the information specified in Schedule [ ]to this Notice within [specify time] days of the dateof issue of this Notice.[Insert as appropriate (where required by therequesting party)] [The information produced incompliance with this Notice shall be produced inthe form in Schedule 2 to this Notice.]NOTICE:FURTHERTAKE(1) that if you fail without lawful excuse to produceany information which is in your possession orunder your control and which you are requiredto produce as specified in this Notice, or if youalter, destroy, mutilate, deface, hide, or removeany such information, you may be guilty of acriminal offence and liable on summaryconviction under section 24(1) of the Law to afine of ten thousand dollars and to imprisonmentfor two years;(2) that pursuant to section 20 of the Law you areinstructed by the Authority that the particularsof, and all matters relating to, the request areto be treated as confidential. You may notdisclose the fact of the receipt of the request orany of the particulars required or documentsproduced or information supplied to any otherperson, except your attorney-at-law, for a periodof ninety days from the date of issue of thisNotice. Your attorney-at-law is also bound bysection 20. It is a criminal offence for you to10contravene section 20 of the Law and onsummary conviction under section 24(2) of theLaw you are liable to a fine of one thousanddollars and to imprisonment for six months.Your attention is directed to the Notes below.Director, Tax Information AuthorityDated this day of , 20 .NOTES1. This Notice is issued by the Tax Information Authority pursuant to section 8(4)(b) of the Tax Information Authority Law (2013 Revision) and is subject to the provisions of that Law. In particular, you should note the following:(a) “information” means any fact, statement, document or record inwhatever form and includes -(a) any fact, statement, document or record held by banks,other financial institutions, or any persons, includingnominees and trustees, acting in an agency or fiduciarycapacity; and(b) any fact, statement, document or record regarding thebeneficial ownership of companies, partnerships and otherpersons, including -(i) in the case of collective investment funds,information on shares, units and other interests; and(ii) in the case of trusts, information on settlors,trustees and beneficiaries;“electronic” means relating to technology having electrical,magnetic, optical, electromagnetic, or similar capabilities,whether digital, analogue or otherwise (section 2(1) of the Law);“electronic record” means a record processed and maintained byelectronic means; and(b) the Authority may take copies or extracts of any informationproduced by you pursuant to this Notice. If you claim to have alien on a document, the production of that document pursuant tothis Notice is without prejudice to your lien (section 8(5) of theLaw);11(c) this Notice does not confer any right to production of, oraccess to, items subject to legal privilege (section 8(6)(a) of theLaw);(d) where the information to which this Notice relates consists ofinformation maintained as an electronic record, such informationmust be produced in a form in which it can be taken away and inwhich it is visible and legible or in a form in which it is visibleand legible, as the case may be (section 8(12) of the Law);(e) this Notice shall have effect notwithstanding any obligation asto confidentiality or other restriction upon the disclosure ofinformation whether imposed by the Confidential Relationships(Preservation) Law (2009 Revision), any other Law or thecommon law (section 8(6)(b) of the Law);(f) by divulging confidential information in conformity with thisNotice you are deemed not to commit any offence under theConfidential Relationships (Preservation) Law (2009 Revision),or any other Law for the time being in force in the Islands, byreason only of such disclosure. Furthermore, such disclosure isdeemed not to be a breach of any confidential relationshipbetween you and any other person, and no civil claim or actionwhatsoever will lie against you or your principal or employer byreason of such disclosure (section 18 of the Law).2. You should contact the Authority to agree the time and place for production to the Authority of the information specified in this Notice.The contact details of the Authority are:Address:Tel: [number]Fax: [number]Email: [address]SCHEDULE 1This Schedule is referred to in the foregoing Notice to Produce Information dated[ ][specify information to be produced]12SCHEDULE 2 [Insert if required]This Schedule is referred to in the foregoing Notice to Produce Information dated[ ].FORM 4regulation 6TAX INFORMATION AUTHORITYCAYMAN ISLANDSNOTICE OF REQUESTIssued pursuant to section 17(1) of the Tax Information Authority Law (2013Revision).To: [name and address of subject of request]YOU ARE HEREBY NOTIFIED:(1)that you are the subject of a request received by the Tax InformationAuthority (“the Authority”) pursuant to the terms of an Agreement forthe provision of information in tax matters or [from a scheduledCountry pursuant to Part IV of the Tax Information Authority Law13(2013 Revision) (“the Law”)[delete as appropriate]. The details of therequest are specified in the Schedule to this Notice;(2)that within the period of fifteen days from the date of receipt of thisNotice, you may make a written submission to the Authority specifyingany grounds which you wish the Authority to consider in making itsdetermination as to whether or not the request is in compliance with theprovisions of the Agreement specified in the Schedule or Part IV of theLaw[delete as appropriate]. Your written submission may include anyassertions that the information requested is subject to legal privilege; Any written submissions should be made to:The Director,[Address] ;(3)that pursuant to section 20 of the Law you are instructed by theAuthority that the particulars of, and all matters relating to, the requestare to be treated as confidential. You may not disclose the fact of thereceipt of the request, or any of the particulars required or documentsproduced or information supplied, to any other person, except yourattorney-at-law, for a period of ninety days from the date of issue of thisNotice. Your attorney-at-law is also bound by section 20. It is a criminaloffence for you to contravene section 20 of the Law and on summaryconviction under section 24(2) you are liable to a fine of one thousanddollars and to imprisonment for six months.Your attention is directed to the Notes below.Director, Tax Information AuthorityDated this day of , 20..NOTES1. This Notice is issued by the Tax Information Authority pursuant tosection 17(1) of the Tax Information Authority Law (2013 Revision)and is subject to the provisions of that Law. In particular you shouldnote the following:(a)the Authority will consider any written submission made by you incompliance with this Notice but is not obliged to permit or consider14any oral submission by or on behalf of any person who is thesubject of a request for information (section 17(2));(b)the Authority will hold all information received as confidentialexcept where the Tax Information Authority Law (2013 Revision)expressly provides otherwise. The proceedings and deliberations ofthe Authority will accordingly be closed to all persons notspecifically authorised by the Authority or by the Law to bepresent at such proceedings or deliberations (section 17(3)).2.Original written submissions should be forwarded to the Authority inaccordance with paragraph (2) of this Notice. For convenience, writtensubmissions may be made to the Authority by fax or by email:By Fax: [number]By Email: [address];but where written submissions are made by fax or email, the original written submissions should be forwarded to the Authority at the address given in paragraph (2) of this Notice within five working days of the transmission of the fax or email.3. Paragraph 2 of these Notes applies to any amendments to written submissions.4. Where written submissions include assertions that the information requested is subject to legal privilege, any determination on such legal privilege will fall to be made by a Judge under section 8(9)(c) of the Law.SCHEDULEThis is the Schedule referred to in paragraph (1) of the foregoing Notice of Request dated [ ]Name of matter to which the request relates:Date of request:Person specified in request:15Country making request: [Insert name of country]General nature of information sought by request:_____________________________Director, Tax Information AuthorityDated this day of 20 .Publication in consolidated and revised form authorised by the Governor in Cabinet this 17th day of September, 2013.Clerk of Cabinet16(Price $ 3.20)17。

公司法(中英文)

Company Law of the People's Republic of China (Revised in 2013)(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993.Revised for the first time on December 25, 1999 in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China.Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China.Revised at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005.Revised for the third time on December 28, 2013 in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China at the 6th Session of the Standing Committee of the 12th National People's Congress. It is now promulgated and shall come into effect as of March 1, 2014.)Standing Committee of the National People's CongressDecember 28, 2013ContentsChapter I: General ProvisionsChapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentSection 2: Organizational StructureSection 3: Special Provisions on One-person Limited Liability CompaniesSection 4: Special Provisions on Wholly State-owned CompaniesChapter III: Transfer of Equity Interests in Limited Liability CompaniesChapter IV: Establishment and Organizational Structure of Companies Limited By SharesSection 1: EstablishmentSection 2: General MeetingSection 3: Board of Directors and ManagerSection 4: Board of SupervisorsSection 5: Special Provisions on the Organizational Structure of Listed CompaniesChapter V: Issuance and Transfer of Shares in Companies Limited by SharesSection 1: Issuance of SharesSection 2: Transfer of SharesChapter VI: Qualifications and Obligations of Directors, Supervisors and Senior Officers of CompaniesChapter VII: Corporate BondsChapter VIII: Financial Affairs and Accounting of CompaniesChapter Ix: Merger and Division, Increase and Reduction of Capital of CompaniesChapter X: Dissolution and Liquidation of CompaniesChapter XI: Branches of Foreign CompaniesChapter XII: Legal LiabilityChapter XIII: Supplementary ProvisionsChapter I: General ProvisionsArticle 1: The Company Law of the People's Republic of China (hereinafter referred to as the "Law") has been enacted in order to standardize the organization and activities of companies, protect the lawful rights and interests of companies, shareholders and creditors, safeguard the social and economic order and promote the development of the socialist market economy.Article 2: For the purposes of the Law, the term "companies" refers to limited liability companies and companies limited by shares established within the territory of China pursuant to the Law.Article 3: A company is an enterprise legal person, which has independent corporate property and enjoys corporate property rights. A company shall be liable for its debts to the extent of all ofits property.A shareholder of a limited liability company shall be liable for the company to the extent of the capital contribution it subscribes. A shareholder of a company limited by shares shall be liable for the company to the extent of the shares it subscribes.Article 4: The shareholders of a company shall enjoy such rights as return on assets, participation in major decision-making and selection of managers according to the law.Article 5: When engaging in business activities, a company shall abide by laws and administrative regulations, observe social morality and business ethics, act in good faith, accept supervision by the government and the public, and bear social responsibilities.The lawful rights and interests of companies shall be protected by law and shall not be infringed upon.Article 6: To establish a company, an application for registration of establishment shall be filed with the company registration authority according to the law. If the conditions of establishment specified herein are met, the applicant shall be registered by the company registration authority as a limited liability company or a company limited by shares. If the conditions for establishment specified herein are not met, it may not be registered as a limited liability company or a company limited by shares.If laws or administrative regulations provide that the establishment of a company is subject to approval, approval procedures shall be carried out according to the law prior to the company’s registration.The public may apply to the company registration authority for inquiring the registered particulars of a company, and the company registration authority shall make such inquiry available.Article 7: A company established according to the law shall be issued a company business license by the company registration authority. The date of issue of the company business license shall be that of establishment of the company.The company business license shall contain the name, address, registered capital, scope of business and the name of the legal representative of the company.In the event of any change to any item recorded in the company business license, the company shall carry out change registration formalities and a new business license shall be renewed by the company registration authority.Article 8: The name of a limited liability company established in accordance with the Law shallcontain the words "limited liability company" or “company limited”.The name of a company limited by shares established in accordance with the Law shall contain the words "company limited by shares" or “joint stock company”.Article 9: If a limited liability company intends to be converted into a company limited by shares, the conditions with respect to companies limited by shares set forth herein shall be satisfied. If a company limited by shares intends to be converted into a limited liability company, the conditions with respect to limited liability companies set forth herein shall be met.If a limited liability company is converted into a company limited by shares, or if a company limited by shares is converted into a limited liability company, the claims and debts of the company that have arisen prior to the conversion shall be succeeded to by the company after the conversion.Article 10: The domicile of a company shall be the place where its principal office is located.Article 11: To establish a company, the articles of association shall be formulated according to the law. A company's articles of association shall be binding upon the company, shareholders, directors, supervisors and senior officers.Article 12: The scope of business of a company shall be specified in the articles of association of the company and shall be registered according to the law. A company may amend its articles of association and change the scope of business, provided that it shall carry out change registration.If any item in the scope of business of a company is subject to approval as required by laws or administrative regulations, such item shall be approved according to the law.Article 13: The chairman of the board, the executive director or the manager of the company shall act as the legal representative of a company pursuant to the articles of association of the company and the same shall be registered according to the law. In the event of any change in the legal representative of the company, formalities shall be carried out for registration change.Article 14: A company may establish branches. To establish a branch, application shall be made to the company registration authority for registration and a business license shall be obtained. A branch does not have the status of a legal person and its civil liability shall be borne by the company.A company may establish subsidiaries. A subsidiary has the status of a legal person and independently bears civil liability according to the law.Article 15: A company may invest in other enterprises, provided that it may not become an investor that bears joint and several liability for the debts of the enterprise in which it invests, unless otherwise provided by law.Article 16: If a company invests in another enterprise or provides security for another party, a resolution shall be adopted by the board of directors or by the board of shareholders or general meeting according to the provisions of the articles of association of the company. If the articles of association of the company have specified a limit on the total amount of investment or security and the amount of a single investment or security, the specified limit may not be exceeded.If a company provides security for a shareholder or the de facto controller of the company, a resolution of the board of shareholders or general meeting shall be passed.Any shareholder set forth in the preceding paragraph or controlled by a de facto controller set forth in the preceding paragraph may not participate in voting on any resolution specified in the preceding paragraph. Such resolution shall be adopted by the other shareholders that are present at the meeting and represent more than half of the voting rights.Article 17: A company shall protect the lawful rights and interests of its employees, and enter into labor contracts with its employees, contribute social insurance premiums, strengthen labor protection and ensure production safety according to the law.A company shall use various methods to strengthen the vocational education and on-the-job training of its employees in order to improve their capabilities.Article 18: The employees of a company shall organize a labor union and conduct labor union activities in accordance with the Labor Union Law of the People's Republic of China to protect the lawful rights and interests of the employees. The company shall provide its labor union with conditions necessary for conducting its activities. The labor union of the company shall enter into collective contracts on behalf of the employees with the company with respect to such matters as labor remuneration, working hours, welfare, insurance and labor safety and health of the employees according to the law.A company shall implement democratic management through the employees' representative congress or other channels in accordance with the provisions of the Constitution and relevant laws.When a company discusses and decides on restructuring and major issues concerning its business operation or formulates major rules, regulations and policies, it shall solicit opinions from the labor union of the company, as well as opinions and suggestions from its employees through the employees' representative congress or other channels.Article 19: In a company, an organization of the Communist Party of China shall be established to carry out the activities of the party in accordance with the charter of the Communist Party of China. The company shall provide the necessary conditions for the activities of the party organization.Article 20: The shareholders of a company shall abide by laws, administrative regulations and the articles of association of t he company and exercise shareholder’s rights according to the law, and may not abuse shareholder’s rights to harm the interests of the company or other shareholders, or abuse the independent status of the company legal person and the limited liability of shareholders to harm the interests of the creditors of the company.If a shareholder of the company abuses its shareholder’s rights, thereby causing losses to the company or other shareholders, the shareholder shall be liable for compensation according to the law.If a shareholder of the company abuses the independent status of the company legal person and the limited liability of shareholders to evade debts and seriously harms the interests of the creditors of the company, it shall bear joint and several liability for the debts of the company.Article 21: The controlling shareholder, de facto controller, directors, supervisors and senior officers of a company may not use their affiliation to harm the interests of the company.Anyone that violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.Article 22: A resolution of the board of shareholders or general meeting or the board of directors of a company shall be void if its contents are in violation of laws or administrative regulations.If the procedure for convening the board of shareholders or general meeting or the meeting of the board of directors, or the method of voting violates laws, administrative regulations or the articles of association of the company, or if the contents of a resolution violate the articles of association of the company, a shareholder may, within 60 days of the adoption of the resolution, petition to a people’s court for cancellation of resolution.If the shareholder institutes proceedings pursuant to the prec eding paragraph, the people’s court may, at the request of the company, require the shareholder to provide a corresponding security.If the company has carried out change registration in accordance with the resolution of the board of shareholders or general meeting or the board of directors, the company shall apply to the company registration authority for cancellation of the change registration after the people’s court declares the resolution invalid or cancels the resolution.Chapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentArticle 23: The following conditions shall be fulfilled for the establishment of a limited liability company:(I) the number of shareholders conforms to the statutory number;(II) the capital contribution subscribed by subscribed by all shareholders is consistent with that prescribed in the articles of association;(III) the shareholders have jointly formulated the company's articles of association;(IV) the company has a name and an organizational structure established in conformity with the requirements for limited liability companies; and(V) the company has a domicile.Article 24: A limited liability company shall be invested in and established by no more than 50 shareholders.Article 25: The articles of association of limited liability companies shall specify the following particulars:(I) the name and domicile of the company;(II) the business scope of the company;(III) the registered capital of the company;(IV) the names and domiciles of the shareholders;(V) the method, amount and time of capital contribution by the shareholders;(VI) the organization of the company and its methods of establishment, functions and powers, and rules of procedure;(VII) the legal representative of the company; and(VIII) other matters that the shareholders deem necessary to be specified.Shareholders sh all sign and affix their seals on the company’s articles of association.Article 26: The registered capital of a limited liability company shall be the capital contributions subscribed by all shareholders as registered with the company registration authority.Where laws, administrative regulations and the decisions of the State Council stipulate the actual paid registered capital and another amount on the minimum registered capital of a limited liability company, such stipulations shall prevail.Article 27: Shareholders may make capital contribution in currency or in non-currency property that may be valued in currency and transferable according to the law such as physical objects, intellectual property and land use rights, except for property that may not be used as capital contribution according to the laws or administrative regulations.Non-currency property contributed as capital shall be valued and verified, and shall not be over-valued or under-valued. Where laws or administrative regulations have provisions on valuation, such provisions shall prevail.Article 28: Each shareholder shall make the capital contribution it subscribes as specified in the articles of association of the company on time and in full. If a shareholder makes its capital contribution in currency, it shall deposit the full amount of capital contribution in currency in a bank account opened by the limited liability company with a bank. If capital contribution is made in non-currency property, the transfer procedures for the property rights therein shall be handled according to the law.If a shareholder fails to make capital contribution in accordance with the preceding paragraph, it shall, in addition to making capital contribution in full to the company, be liable for breach of contract to the shareholders that have made their capital contributions on time and in full.Article 29: After the shareholders subscribed the capital contribution in full as prescribed in the articles of association, a representative designated by all shareholders or an agent jointly appointed by them shall submit a company registration application and documents such as the company’s articles of association to the company registration authority to apply for registration of establishment.Article 30: If, after establishment of a limited liability company, the actual value of the non-currency property contributed as capital for the establishment of the company is found markedly lower than the value as set forth in the articles of association of the company, the shareholder making such contribution shall make up for the difference. The other shareholders as at the time of the company's establishment shall bear joint and several liability for such difference.Article 31: A limited liability company shall issue capital contribution certificates to its shareholders after it is established.The capital contribution certificate shall specify the following particulars:(I) the name of the company;(II) the date of establishment of the company;(III) the registered capital of the company;(IV) the name of the shareholder, the amount of its capital contribution made and the date of capital contribution; and(V) the serial number and date of issuance of the capital contribution certificate.The capital contribution certificate shall be affixed with the seal of the company.Article 32: A limited liability company shall establish a register of shareholders to record the following items:(I) the names and domiciles of the shareholders;(II) the amounts of capital contribution of the shareholders; and(III) the serial numbers of the capital verification certificates.The shareholders on the register of shareholders may claim and exercise s hareholder’s rights on the basis of the register of shareholders.The company shall register the names of its shareholders with the company registration authority. If there is a change in the registered items, change registration shall be carried out. Anyone that fails to complete registration or change registration may not resist the claims of a third person.Article 33: Shareholders shall have the right to examine and reproduce the articles of association of the company, the minutes of the board of shareholders, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports.Shareholders may request to examine the account books of the company. If a shareholder requests to examine the account books of the company, it shall make a written request to the company stating the purpose thereof. If the company has reasonable basis to believe that the purpose of the examination of the account books by the shareholder is improper and that such examination may harm the lawful rights and interests of the company, the company may refuse to make the books for examination available, and shall reply to the shareholder in writing and state the reason for the refusal within 15 days of the written request of the shareholder. If the company refuses to provide the account books for examination, the shareholder may petition to the people’s court for provision of the account books by the company.Article 34: A shareholder shall receive dividends in proportion to its paid-up capital contribution. When the company increases its capital, the shareholder shall have the priority right to subscribe for capital contribution in proportion to its paid-up capital contribution, except where all shareholders agree not to receive dividends in proportion to the paid-up capital contribution or not to exercise priority right to subscribe for capital contribution in proportion to the paid-up capital contribution.Article 35: After a company is established, its shareholders may not withdraw their capital contribution.Section 2: Organizational StructureArticle 36: The board of shareholders of a limited liability company shall be composed of all the shareholders. The board of shareholders shall be the organ of authority of the company and shall exercise its functions and powers pursuant to the Law.Article 37: The board of shareholders shall exercise the following functions and powers:(I) to decide on the business policies and investment plans of the company;(Ii) to elect and replace directors and supervisors that are not appointed from representatives of staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(Iii) to consider and approve reports of the board of directors;(IV) to consider and approve reports of the board of supervisors or supervisors;(V) to consider and approve the company's proposed annual financial budgets and final accounts;(VI) to consider and approve the company's profit distribution plans and plans for making up losses;(VII) to pass resolutions on the increase or reduction of the company's registered capital;(VIII) to pass resolutions on the issuance of corporate bonds;(IX) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the company;(X) to amend the articles of association of the company; and(XI) other functions and powers specified in the articles of association of the company.If the shareholders unanimously express consent to the matters set out in the preceding paragraph in writing, the decision may be made, without convening of the board of shareholders, directly with a document of the decision bearing the signatures and seals of all shareholders.Article 38: The first general meeting shall be convened and presided over by the shareholder thatmade the largest capital contribution, and shall exercise its functions and powers pursuant to the provisions hereof.Article 39: General meetings shall be divided into regular meetings and extraordinary meetings.Regular meetings shall be convened on time in accordance with the articles of association of the company. An extraordinary meeting shall be convened if it is proposed by shareholders representing one tenth or more of the voting rights, or by one third or more of the directors or the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s).Article 40: If a limited liability company has established a board of directors, the general meeting shall be convened by the board of directors and presided over by the chairman of the board. If the chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by the vice-chairman of the board. If the vice-chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by a director jointly designated by more than half of the directors.If a limited liability company has no board of directors, the general meeting shall be convened and presided over by the executive director(s).If the board of directors or the executive director(s) cannot or do not perform the duty of convening the general meeting, the meeting shall be convened and presided over by the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s). If the board of supervisors or the supervisors do not convene and preside over the meeting, the meeting may be convened and presided by the shareholders representing one-tenth or more of the voting rights.Article 41: If a general meeting is to be convened, all shareholders shall be notified 15 days before the meeting is held, unless otherwise stipulated in the articles of association of the company or agreed by all shareholders.The board of shareholders shall keep minutes of the decisions on the matters under its consideration. The shareholders present at the meeting shall sign the minutes of the meeting.Article 42: Shareholders shall exercise voting rights at general meetings in proportion to their capital contribution, unless otherwise stipulated in the articles of association of the company.Article 43: The method of deliberation and voting procedures of the board of shareholders shall be specified in the articles of association of the company, except where stipulated herein.Resolutions of the general meeting on the amendment of the articles of association of the company, increase or reduction of the registered capital, and merger, division, dissolution or change of corporate form shall be adopted by shareholders representing two thirds or more ofthe voting rights.Article 44: A limited liability company shall have a board of directors of three to 13 members, unless otherwise stipulated in Article 51 hereof.In a limited liability company invested in and established by two or more State-owned enterprises or two or more other State-owned investment entities, the members of the board of directors shall include representatives of the staff and workers of the company. In other limited liability companies, the members of the board of directors may include representatives of the staff and workers of the company. Representatives of staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers’ congress, the staff and workers’ general meeting or other ways.A board of directors shall have one chairman of the board and may have vice-chairmen of the board. The method of appointment of the chairman and vice-chairman (or vice-chairmen) of the board shall be specified in the articles of association of the company.Article 45: The term of office of directors shall be specified in the articles of association of the company but each term may not exceed three years. If re-elected upon expiration of his term of office, a director may serve consecutive terms.If no new director is elected in time upon expiration of the term of office of a director, or if a director resigns during his term of office, resulting in the number of members of the board of directors falling below the statutory number, the original director shall perform his duties as director according to the provisions of laws, administrative regulations and the articles of association of the company before a newly elected director takes office.Article 46: The board of directors shall be accountable to the board of shareholders, and shall exercise the following functions and powers:(I) to convene the general meeting and to report on its work to the board of shareholders;(II) to implement the resolutions of the general meeting;(III) to decide on the business plans and investment plans of the company;(IV) to formulate the company's proposed annual financial budgets and final accounts;(V) to formulate the company’s profit distribution plans and plans for making up losses;(VI) to fo rmulate plans for the company’s increase or reduction of the registered capital or for the issuance of corporate;。

中英对照版-《新公司法修改》

公司营业执照应当载明公司的名称、住所、注册资本、实收资本、经营范围、法定代表人姓名等事项。
公司营业执照记载的事项发生变更的，公司应当依法办理变更登记，由公司登记机关换发营业执照。
Article 7 For a lawfully established company, the company registration authority shall issue it with a company business license. The date of issuance of the company business license shall be the date of establishment of the company.
The value of any non-financial asset used as a capital contribution shall be assessed and verified, and shall not be overestimated or underestimated. Any law or administrative regulation that provides for value assessments shall be followed.
（四）删去第二十七条第三款。
(IV) Subparagraph 3 of Article 27 shall be deleted.
第二十七条股东可以用货币出资，也可以用实物、知识产权、土地使用权等可以用货币估价并可以依法转让的非货币财产作价出资；但是，法律、行政法规规定不得作为出资的财产除外。
对作为出资的非货币财产应当评估作价，核实财产，不得高估或者低估作价。法律、行政法规对评估作价有规定的，从其规定。

开曼公司法2020

开曼公司法2020
开曼公司法（Cayman Islands Companies Law）是指开曼群岛
的法规和法律框架，用于监管和管理在开曼群岛注册的公司。

最新版本是2020年发布的《开曼群岛公司法》（The Cayman Islands Companies Law）。

开曼公司法规定了注册、管理和运营公司所需的规定和程序。

这包括公司的注册、股东权益、董事和高级管理人员的义务和责任、公司金融、合并和收购、破产和清算等方面的规定。

开曼群岛作为一个离岸金融中心，吸引了众多公司在其境内注册和设立。

开曼公司法的灵活性和适应性使得开曼群岛成为全球范围内最受欢迎的投资工具之一。

该法律框架允许注册各种类型的公司，包括股份公司、非盈利组织、受托人、特殊目的实体等。

开曼公司法的最新版本通常包含了相关的修订和更新，以适应不断变化的金融环境和全球商业需求。

该法律框架还与国际标准保持一致，以确保开曼群岛公司与全球金融体系的交互操作。

需要留意的是，以上内容仅为参考，具体法律条款及相关细节请咨询相关专业法律机构或官方发布的法律文件。

香港《公司(清盘及杂项条文)条例》

附註— 請亦參閱《公司條例》(第622章)第98條。載於原有公司的組織章程大綱的條件，須視為該公司的章程細則的條
文。 (由2012年第28號第912及920條代替) 最低認購額 (the minimum subscription) 具有第42(2)條給予該詞的涵義； (由1984年第6號第2
條增補) 創辦成員 (founder member) 具有《公司條例》(第622章)第2(1)條給予該詞的涵義； (由2012年第28號第912及920條代替) 普通決議 (ordinary resolution) 具有《公司條例》(第622章)第563條給予該詞的涵義； (由
第 32 章 - 《公司(清盤及雜項條文)條例》
2
紀錄 (record) 不僅包括書面紀錄，亦包括藉任何其他方法傳遞資料或指示的任何紀錄； (由2003 年第28號第2條增補)
訂明 (prescribed) 就本條例中關於公司清盤的條文而言，指由一般規則訂明；就本條例的其他條文而言，指由行政長官會同行政會議訂明； (由1999年第23號第3條修訂)
第 32 章 - 《公司(清盤及雜項條文)條例》
1
失責罰款 (default fine) 具有第351(1A)(d)條給予該詞的涵義； (由1984年第6號第2條增補。由 1993年第75號第2條修訂)
印刷、印製 (printed) 指採用普通凸版印刷或平版印刷而製造的； (由1963年第4號第2條增補。由2012年第28號第912及920條修訂)
[1933年7月1日]
(本為1932年第39號(第32章，1950年版))
條：
1
簡稱
L.N. 163 of 2013; 03/03/2014 E.R. 1 of 2014

开曼群岛公司章程

开曼群岛公司章程 Last revision date: 13 December 2020.开曼群岛公司章程（第1-18条，中英文）开曼群岛公司章程（中英文）COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATIONOFCAYCOLIMITED依据开曼群岛《公司法》（2002年修订）组建THE COMPANIES LAW (2002 REVISED)OF THE CAYMAN ISLANDS1. In these Articles Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith,本章程中，除非题目或上下文所述，否则法令附件中表A并不适用且不相一致："Affiliate"of a company or corporation shall mean any company, corporation, or other entity that controls, is controlled by, or is under common control with, the specified company or corporation, within the meaning of Rule 144 of the Securities Act.关联方指在144规则的范围内，就特定实体而言，控制该特定实体，或被该特定实体控制，或与该特定实体处于他人共同控制下的任何公司、组织或其他实体。

"Articles" means these Articles as originally framed or as from time to time altered by Special Resolution.章程指最初制定的并经特别决议不时修改的本章程。

新版公司法中英文对照版

作者：未知文章来源：未知更新时间：2005-11-7 13:42:31Company Law of The People's Republic of China (1999)Order of the President of the People''s Republic ofChina"Decision of the Standing Committee of the National People''s Congress Regarding the Revision of Company Law of the People''s Republic of China" is adopted on The 13th Session of the Standing Committee of the Ninth National People''s Congress on December 25, 1999,and is promulgated. This law and decision are effective as of the same date of Promulgation.《全国人民代表大会常务委员会关于修改〈中华人民共和国公司法〉的决定》已由中华人民共和国第九届全国人民代表大会常务委员会第十三次会议于1999年12月25日通过，现予公布，修改后的《中华人民共和国公司法》和本决定自公布之日起施行。

President of the People''s Republic of China: JiangZeminDecember 25, 1999Company Law of the People''s Republic of ChinaContent目录Chapter I General Provisions第一章总则Chapter II Establishment and Organizational Structureof Limited Liability Companies第二章有限责任公司的设立和组织机构Section 1 Establishment第一节设立Section 2 Organizational Structure第二节组织机构Section 3 Wholly State-owned Companies第三节国有独资公司Chapter III Establishment and OrganizationalStructure of Joint Stock Limited Companies第三章股份有限公司的设立和组织机构Section 1 Establishment第一节设立Section 2 Shareholders'' General Meetings第二节股东大会Section 3 Board of Directors, and Manager第三节董事会、经理Section 4 Supervisory Board第四节监事会Chapter IV Issue and Transfer of Shares of Joint StockLimited Companies第四章股份有限公司的股份发行和转让Section 1 Issue of Shares第一节股份发行Section 2 Transfer of Shares第二节股份转让Section 3 Listed Companies第三节上市公司Chapter V Company Bonds第五章公司债券Chapter VI Financial Affairs and Accounting ofCompanies第六章公司财务、会计Chapter VII Merger and Division of Companies第七章公司合并、分立Chapter VIII Bankruptcy, Dissolution and Liquidationof Companies第八章公司破产、解散和清算Chapter IX Branches of Foreign Companies第九章外国公司的分支机构Chapter X Legal Liability第十章法律责任Chapter XI Supplementary Provisions第十一章附则Chapter I General Provisions第一章总则Article 1 This Law is formulated in accordance with the Constitution of the People''s Republic of China in order to meet the needs of establishing a modern 第一条为了适应建立现代企业制度的需要，规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经enterprise system, to standardize the organization andactivities of companies, to protect the legitimate rightsand interests of companies, shareholders and creditors,to maintain social and economic order and to promotethe development of the socialist market economy.济的发展，根据宪法，制定本法。

公司章程中英对照

_____________________________________________________________________The Companies Law (2009 Revision)Company Limited by SharesSecond Amended and Restated Articles of AssociationofMA KUANG HEALTHCARE HOLDING LIMITED(as adopted by a Special Resolution passed on ______________ May 2010 )依开曼开曼群岛群岛群岛公司法公司法(2009年版)成立之股份有限公司马光保健控股股份有限公司*第二次第二次修正组织修正组织修正组织备忘录及章程备忘录及章程(于2010年5月27日依股东会特别决议通过)_____________________________________________________________________1. The Regulations contained or incorporated in Table A of the First Schedule ofthe Companies Law (2009 Revision) (as amended from time to time) shall not apply to this Company.1. 开曼群岛公司法(2009年版)第一个附件之A 表规定不适用于本公司。

2. INTERPRETATION2. 解释(a) In these Articles the following terms shall have the meanings setopposite unless the context otherwise requires:‑(a) 除本章程内容另有规定外，本章程之用语定义如下:Alternative Special Resolution 特别重度决议(a) a resolution passed by a majority of theMembers, as being entitled to do so, vote inPerson or, where proxies are allowed, by proxyat a general meeting, such Members holding two-thirds or more of the total number ofoutstanding Shares of the Company attendingthat meeting; or(a) 指有该股东会决议由代表已发行股份总数三分之二以上之股东出席，出席股东表决权过半数之同意之。

THE COMPANIES (AMENDMENT) LAW, 2011

CAYMAN ISLANDSSupplement No. 3 published with ExtraordinaryGazette No. 32 dated 27 April, 2011.THE COMPANIES (AMENDMENT) LAW, 2011(LAW 16 OF 2011)The Companies (Amendment) Law, 20112The Companies (Amendment) Law, 20113THE COMPANIES (AMENDMENT) LAW, 2011ARRANGEMENT OF SECTIONS1. Short title2. Amendment of section 2 of Companies Law (2010 Revision) - definitionsand interpretation3. Amendment of section 7 - memorandum of association4. Amendment of section 26 - registration5. Amendment of section 30 - restriction on registration of certain names6. Repeal and substitution of section 31 - change of name7. Amendment of section 34 - share premium account8. Amendment of section 37 - redemption and purchase of shares9. Insertion of sections 37A - treasury shares and 37B - surrender of shares10. Insertion of sections 40A - branch registers of members and 40B - transferand registration of shares in respect of a company with listed shares11. Amendment of section 41 - annual list of members and return of capital,shares, calls, etc.12. Amendment of section 45 - notice of increase of capital and of members tobe given to Registrar13. Amendment of section 52 - publication of a name by a limited company14. Amendment of section 60 - definition of special resolution15. Amendment of section 81 - how contracts may be made16. Repeal and substitution of section 83 - execution of deeds etc. by attorney17. Amendment of section 84 - power of company to have official seal for useabroad;18. Amendment of section 104 - appointment and powers of provisionalliquidator19. Amendment of section 116 - circumstances in which a company may bewound up voluntarily20. Amendment of section 121 - removal of voluntary liquidators21. Amendment of section 136 - misconduct in course of winding up22. Amendment of section 137 - material omissions from statement relating tocompany’s affairs23. Amendment of section 141 - preferential debts24. Amendment of section 169 - annual fee25. Amendment of heading to Part IX - Part IX - companies incorporatedoutside the Islands carrying on business within the Islands26. Repeal and replacement of section 183 - definition of foreign companiesThe Companies (Amendment) Law, 201127. Amendment of section 184 - documents etc., to be delivered to Registrar byforeign companies28. Amendment of section 185 - power of certain foreign companies to holdland29. Amendment of section 186 - registration of foreign companies30. Repeal and substitution of section 187 - return to be delivered to Registrarwhere documents etc., altered31. Repeal and substitution of section 188 - obligation to state name ofcompany, whether limited, and country where incorporated31A. Amendment of section 189 - service on foreign company to which this Partapplies32. Repeal and substitution of section 190 - deeds etc., of foreign companiesexecuted outside the Islands33. Repeal and substitution of section 191 - execution of deeds etc.34. Repeal and substitution of section 194 - definitions in this Part35. Amendment of section 195 - power of Registrar to prohibit sale36. Amendment of section 199 - fees in lieu of other provisions37. Amendment of section 206 - deregistration of exempted companiesincluding companies registered under this Part38. Amendment of section 212 - definitions in this Part39. Amendment of section 213 - applications for registration40. Repeal and substitution of section 216 - segregated portfolios41. Amendment of section 218 - company to act on behalf of portfolios42. Amendment of section 219 - assets43. Amendment of section 220 - segregation of assets44. Amendment of section 223 - winding up of company45. Insertion of section 228A - termination and re-instatement46. Amendment of section 232 - definitions in this Part47. Amendment of section 233 - merger and consolidation48. Amendment of section 237 - merger or consolidation with foreign company49. Amendment of section 238 - rights of dissenters50. Amendment of section 239 - limitation on rights of dissenters51. Insertion of section 239A - prohibition on being a segregated portfoliocompany52. Insertion of Part XVIII - miscellaneous53. Amendment of principal Law54. Insertion of Fourth Schedule and Fifth Schedule4The Companies (Amendment) Law, 20115CAYMAN ISLANDSLaw 16 of 2011.I AssentDuncan TaylorGovernor.22nd April, 2011A LAW TO AMEND THE COMPANIES LAW (2010 REVISION) TO MAKE MISCELLANEOUS CHANGES TO THE PROVISIONS RELATING TO NAMES OF COMPANIES, SEGREGATED PORTFOLIOS, MERGERS AND CONSOLIDATIONS AND SHARES; AND TO PROVIDE FOR INCIDENTAL ANDCONNECTED PURPOSESENACTED by the Legislature of the Cayman Islands.1. This Law may be cited as the Companies (Amendment) Law, 2011.2. The Companies Law (2010 Revision), in this Law referred to as the “principal Law,” is amended in section 2 - (a) in subsection (1) -(i) by inserting in the appropriate alphabetical sequence thefollowing definitions -“ “certified translator” means a person whose interpretationor translation competence has been tested and approved bya professional association or governmental body or anyother person determined by the Registrar;“dual foreign name” means an additional name in anylanguage not utilising the Roman alphabet, utilising anyletters, characters, script, accents and other diacriticalShort titleAmendment of section 2of Companies Law(2010 Revision) -definitions andinterpretationThe Companies (Amendment) Law, 20116marks, and which does not have to be a translation or transliteration of the name in the Roman alphabet; “name”, when relating to the name of a company, means a name in the Roman alphabet or Arabic numerals; “overseas company” means a company, body corporate or corporate entity existing under the laws of a jurisdiction outside the Islands; “translated name” means a translation or transliteration of an exempted company's dual foreign name into the English language provided by either a person licensed to provide such company’s registered office in the Cayman Islands or a certified translator (together with a statement in the prescribed form as to the foreign language in which such dual foreign name is written);”; and (ii) by deleting the definition of the words “exempted company” and substituting the following definition - “exempted company” means a company registered as an exempted company under section 164;”; and (b) by inserting after subsection (3) the following subsection - “ (4) For the purposes of this Law “paid up” or “fully paid” means, in the case of shares with a nominal or par value, paid up or fully paid as to nominal or par value only and, in the case of shares without nominal or par value, means paid up or fully paid up as to the issue price.”. 3. The principal Law is amended in section 7(1) by repealing paragraph (a) and substituting the following paragraph - “(a) the name of the proposed company which in the case of an exempted company, may be preceded by or followed with a dual foreign name, with the addition, in the case of any company not being an exempted company or a company formed on the principle of having no limit placed on the liability of its members, in this Law referred to as an “unlimited company”, of the word “Limited” or the abbreviation “Ltd.” as the last word in such name; and”. 4. The principal Law is amended in section 26 -Amendment of section 7- memorandum ofassociationAmendment of section26 - registrationThe Companies (Amendment) Law, 20117(a) in subsection (3), by repealing paragraph (a) and substituting thefollowing paragraph -“ (a) the name of the company and, in the case of anexempted company, the exempted company's dualforeign name (if any) together with its translatedname;”; and(b) by repealing subsection (4) and substituting the followingsubsection -“ (4) Upon the filing of a memorandum of association under this section, there shall be paid to the Registrar the fees specified in Part 1 of the Fifth Schedule.”.5. The principal Law is amended in section 30 -(a) in subsection (1), by repealing paragraph (a) and substituting thefollowing paragraph -“ (a) is identical with a name by which a company inexistence is already registered or any translated nameentered on the register of companies, or so nearlyresembles such name or translated name so as to becalculated to deceive, except where the company inexistence is in the course of being dissolved andsignified its consent in such manner as the Registrarrequires;”; and (b) by inserting after subsection (3) the following subsections -“ (4) The provisions of the regulatory laws shall apply to any translated name as if it were the name of the company and a company shall not have a translated name which is a name -(a) prohibited under any regulatory laws; or(b) which requires approval or permission under anyregulatory laws unless such approval orpermission as is necessary for the use of suchname under the relevant regulatory laws has firstbeen obtained.(5) A company’s dual foreign name shall only be entered on the register of companies if its translated name conforms with the provisions of this section and if it does not so conform then such dual foreign name and such translated name shall not be entered on the register of companies.”.Amendment of section 30 - restriction on registration of certain namesThe Companies (Amendment) Law, 201186. The principal Law is amended by repealing section 31 and substituting the following section - “Change of name 31. (1) Any company may, by special resolution, change its name and, in the case of an exempted company, may adopt a dual foreign name or change its dual foreign name, if any, and any dual foreign name shall precede or follow its name. (2) Where a company changes its name or its dual foreign name, the Registrar, on receiving the special resolution authorising the same and, in the case of a company changing its dual foreign name, receiving its translated name together with the fees provided under section 199(1)(a) and (b), and on being satisfied that the change of name conforms with section 30, shall enter the new name and, if applicable, the new translated name on the register in place of the former name and lodge the special resolution for record and shall issue a certificate of incorporation altered to meet the circumstances of the case. (3) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name or new translated name is registered by a name or a translated name which in any way contravenes section 30 or which, in the opinion of the Registrar, is misleading or undesirable, then the company may, with the sanction of the Registrar, change its name or its translated name as the case may be and shall, if the Registrar so directs, change its name or translated name within six weeks of the date of such direction or within such longer period as the Registrar may think fit. (4) A company which defaults in complying with a direction under subsection (3) is liable to a fine of ten dollars for every day during which the default continues.”7. The principal Law is amended in section 34 - (a) in subsection (2), by repealing paragraphs (c), (d), (e) and (f) and substituting the following paragraphs -“ (c) any manner provided in section 37;(d) writing off the preliminary expenses of the company;andRepeal and substitutionof section 31 - change of nameAmendment of section34 - share premiumaccountThe Companies (Amendment) Law, 20119(e) writing off the expenses of, or the commission paid ordiscount allowed on, any issue of shares or debenturesof the company.”;(b) in subsection (3), by deleting the word “has” and substituting theword “had”; and(c) in subsection (6), by inserting after the word “merger,” the word“consolidation,”.8. The principal Law is amended in section 37 -(a) in subsection (1), by inserting after the word “shareholder” thewords “and, for the avoidance of doubt, it shall be lawful for the rights attaching to any shares to be varied, subject to the provisions of the company’s articles of association, so as to provide that such shares are to be or are liable to be so redeemed”;(b) in subsection (3) by repealing paragraphs (b), (c), (d), (e), (f) and(g) and substituting the following paragraphs -“ (b) A company may not redeem or purchase any of itsshares if, as a result of the redemption or purchase,there would no longer be any issued shares of thecompany other than shares held as treasury shares.(c) Redemption or purchase of shares may be effected insuch manner and upon such terms as may beauthorised by or pursuant to the company's articles ofassociation.(d) If the articles of association do not authorise themanner and terms of the purchase, a company shallnot purchase any of its own shares unless the mannerand terms of purchase have first been authorised by aresolution of the company.(da) For the avoidance of doubt -(i) a company’s articles of association; or(ii) a resolution of the company,may authorise the company’s directors to determinethe manner or any of the terms of, any suchredemption or purchase not being inconsistent withsuch articles of association or resolution and subject tosuch restrictions (if any) as may be provided therein.(e) The premium, if any, payable on redemption orpurchase must have been provided for -(i) out of either or both of the profits of thecompany or the company's share premiumAmendment of section 37 - redemption and purchase of sharesThe Companies (Amendment) Law, 2011account, before or at the time the shares areredeemed or purchased; or(ii) in the manner provided for in subsection (5).(f) Shares may be redeemed or purchased out of profits of thecompany, out of the share premium account or out of theproceeds of a fresh issue of shares made for the purposes ofthe redemption or purchase or in the manner provided for insubsection (5).(g) Subject to section 37A, shares redeemed or purchased underthis section shall be treated as cancelled on redemption orpurchase, and the amount of the company's issued sharecapital shall be diminished by the nominal value of thoseshares accordingly; but the redemption or purchase ofshares by a company is not to be taken as reducing theamount of the company's authorised share capital.”; and(c) by repealing subsections (4) and (5) and substituting thefollowing subsections -“ (4) (a) Where, under this section, shares of a companyare redeemed or purchased wholly out of eitheror both of the company's profits or sharepremium account, the amount by which thecompany's issued share capital is diminished inaccordance with paragraph (g) of subsection (3)on cancellation of the shares redeemed orpurchased shall be transferred to a reserve calledthe “capital redemption reserve”and the sharepremium account or company’s profits, as thecase may be, shall be adjusted accordingly.(b) If the shares are redeemed or purchased whollyor partly out of the proceeds of a fresh issue andthe aggregate amount of those proceeds is lessthan the aggregate nominal value of the sharesredeemed or purchased, the amount of thedifference shall be transferred to the capitalredemption reserve.(c) Paragraph (b) does not apply if the proceeds ofthe fresh issue are applied by the company inmaking a redemption or purchase of its ownshares in addition to a payment out of capitalunder subsection (5).(d) The provisions of this Law relating to thereduction of a company's share capital apply as if10the capital redemption reserve were paid-upshare capital of the company, except that thereserve may be applied by the company in payingup its unissued shares to be allotted to membersof the company as fully paid bonus shares.(5) (a) Subject to this section, a company limited byshares or limited by guarantee and having ashare capital may, if so authorised by its articlesof association, make a payment in respect of theredemption or purchase of its own sharesotherwise than out of its profits, share premiumaccount, or the proceeds of a fresh issue ofshares.(b) References in subsections (6) to (9) to paymentout of capital are, subject to paragraph (f),references to any payment so made, whether ornot it would be regarded apart from thissubsection as a payment out of capital.(c) The amount of any payment which may be madeby a company out of capital in respect of theredemption or purchase of its own shares is suchan amount as, taken together with -(i) any profits and share premium of thecompany being applied for purposes of theredemption or purchase; and(ii) the proceeds of any fresh issue of sharesmade for the purpose of the redemption orpurchase,is equal to the price of redemption or purchase,and the payment out of capital permitted underthis paragraph is referred to in subsections (6) to(9) as the capital payment for the shares.Nothing in this paragraph shall be taken to implythat a company shall be obliged to exhaust anyprofits and share premium before making anycapital payment.(d) Subject to paragraph (f), if the capital paymentfor shares redeemed or purchased and cancelledis less than their nominal amount, the amount ofthe difference shall be transferred to thecompany's capital redemption reserve.(e) Subject to paragraph (f), if the capital payment isgreater than the nominal amount of the shares1112redeemed or purchased the amount of any capital redemption reserve or fully paid share capital of the company may be reduced by a sum not exceeding, or by sums not in the aggregate exceeding, the amount by which the capital payment exceeds the nominal amount of the shares. (f) Where the proceeds of a fresh issue are applied by a company in making any redemption or purchase of its own shares in addition to a payment out of capital under this subsection, the references in paragraphs (d) and (e) to the capital payment are to be read as referring to the aggregate of that payment and those proceeds.”. 9. The principal Law is amended by inserting after section 37 the following sections -“Treasury shares37A. (1) Shares that have been purchased or redeemed by a company or surrendered to the company pursuant to sections 37 or 37B shall not be treated as cancelled pursuant to sections 37(3)(g) or 37B(2) but shall be classified as treasuryshares and sections 37(4), 37(5)(d) and 37B(2) shall notapply to such shares at the time of such purchase, redemption or surrender, if - (a) the memorandum and articles of association of the company do not prohibit it from holding treasury shares; (b) the relevant provisions of the memorandum and articles of association (if any) arecomplied with; and(c) the company is authorised in accordancewith the company's articles of association orby a resolution of the directors to hold such shares in the name of the company as treasury shares prior to the purchase, redemption or surrender of such shares. (2) Shares held by a company pursuant to subsection (1) shall continue to be classified as treasury shares until such shares are either cancelled or transferred pursuant tosubsection (3).Insertion of sections37A - treasury sharesand 37B - surrender ofshares(3) A company that holds treasury shares may at any time -(a) cancel the shares in accordance with theprovisions of the company's articles ofassociation or (in the absence of anyapplicable provisions in the Company'sarticles of association) by a resolution of thedirectors, and if so cancelled the amount ofthe company's issued share capital shall bediminished by the nominal or par value ofthose shares accordingly but the company'sauthorised share capital shall not be reducedand sections 37(4), 37(5)(d) and 37B(2)shall apply as if the shares had beenpurchased, redeemed or surrendered as at thedate of cancellation; or(b) transfer the shares to any person, whether ornot for valuable consideration (including at adiscount to the nominal or par value of suchshares).(4) A sum equal to the consideration (if any) received by the company pursuant to the transfer of a treasury share made in accordance with subsection (3)(b) (such consideration referred to as the "transfer consideration") shall be applied in the following manner -(a) to the extent that any payment out of capitalwas made with respect to the purchase orredemption of the share being transferred,there shall be credited to the company'sshare capital an amount equal to the lesser of-(i) the amount of such payment out ofcapital; and(ii) the transfer consideration received inrespect of such share;(b) subject to subsection (5), to the extent thatany payment out of share premium was madewith respect to the purchase or redemption ofthe share being transferred, there shall becredited to the company's share premium anamount equal to the lesser of (i) the amountof such payment out of share premium and13(ii) the balance of the transfer considerationreceived in respect of such share afterapplying subsection (4)(a); and(c) subject to subsection (5), the balance of thetransfer consideration received in respect ofsuch share after applying subsection (4)(a)and (b) shall be credited to the company'sprofit and loss account.(5) Notwithstanding the provisions of subsection (4)(b) and (c) but subject to subsection (4)(a), so long as the company shall be able to pay its debts as they fall due in the ordinary course of business immediately following the transfer of a treasury share in accordance with subsection (3)(b), the directors may by resolution determine that all or any part of the transfer consideration received shall be transferred to the company's profit and loss account, share premium account or share capital (or any combination of the foregoing) in such proportions as the directors may (in their sole and absolute discretion but subject to any express contrary provision in the articles of association of the company) determine.(6) Notwithstanding subsection (7)(b), a treasury share may be transferred by the company and the provisions of this Law and (subject to any specific provisions with respect to the transfer of treasury shares) the memorandum and articles that apply to the transfer of shares shall apply to the transfer of treasury shares.(7) For so long as a company holds treasury shares -(a) the company shall be entered in the registerof members as holding those shares;(b) notwithstanding paragraph (a) -(i) the company shall not be treated as amember for any purpose and shall notexercise any right in respect of thetreasury shares, and any purportedexercise of such a right shall be void;and(ii) a treasury share shall not be voted,directly or indirectly, at any meeting ofthe company and shall not be counted14Surrender of sharesin determining the total number ofissued shares at any given time,whether for the purposes of thecompany's articles of association or thisLaw; and(c) no dividend may be declared or paid, and noother distribution (whether in cash orotherwise) of the company’s assets(including any distribution of assets tomembers on a winding up) may be made tothe company, in respect of a treasury share.(8) Nothing in subsection (7) prevents an allotment of shares as fully paid bonus shares in respect of a treasury share and shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as treasury shares.37B. (1) Subject to any express provisions of the company’s memorandum or articles of association to the contrary, a company may accept the surrender for no consideration of any fully paid share (including a redeemable share) unless, as a result of the surrender, there would no longer be any issued shares of the company other than shares held as treasury shares.(2) Subject to section 37A, any shares surrendered under subsection (1) shall be treated as cancelled on surrender, and the amount of the company's issued share capital shall be diminished by the nominal value of those shares accordingly; but the surrender of shares by a member is not to be taken as reducing the amount of the company's authorised share capital.(3) This section is without prejudice to any right or power of a company arising under this Law or otherwise to accept the surrender of a share (not being a fully paid share) in lieu of forfeiture.”.10. The principal Law is amended by inserting after section 40 the following sections -“Branch registers of members 40A. (1) An exempted company may cause to be kept inany country or territory one or more branch registers of suchcategory or categories of members as the exempted companyInsertion of sections40A and 40B15may determine from time to time.(2) A branch register is deemed to be part of the exempted company's register of members.(3) Subject to subsection (6), a branch register shall be kept in the same manner in which a principal register is by this Law required or permitted to be kept.(4) The exempted company shall cause to be kept at the place where the exempted company's principal register is kept a duplicate of any branch register duly entered up from time to time.(5) If default is made in complying with subsection(4) within twenty-one days after -(a) establishing a branch register; or(b) making changes to the details recorded in abranch register,the exempted company and every officer of the exempted company who is in default is liable to a fine and, for continued contravention, to a daily default fine on the same basis as is set out in section 40(2).(6) Subject to subsection (4) with respect to a duplicate of any branch register -(a) the shares registered in a branch registershall be distinguished from those registeredin the principal register; and(b) no transaction with respect to any sharesregistered in a branch register shall, duringthe continuance of that registration, beregistered in any other register.(7) An exempted company may discontinue keeping any branch register, and thereupon all entries in that branch register shall be transferred to some other branch register kept by the exempted company or to the principal register.(8) For the avoidance of doubt a listed share register maintained under section 40B(3) shall not constitute a16Transfer and registration of shares in respect of a company with listed shares branch register for the purposes of this section.(9) In this section -“branch register” means a branch register referred to in subsection (1); and“principal register” means a company’s register of members. 40B. (1) Title to listed shares of a company may, if so authorised by such company’s articles of association, or (in the absence of any applicable provisions in the company's articles of association) by a special resolution of such company, be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the relevant approved stock exchange that are or shall be applicable to such listed shares as referred to or specified in such articles of association or special resolution.(2) For the purposes of subsection (1), the laws applicable to an approved stock exchange include, without limitation, the laws of the jurisdiction under which such approved stock exchange is established in so far as they would apply to an entity established under such laws which has listed shares on such approved stock exchange.(3) Any register of members maintained by a company in respect of its listed shares may be kept by recording the particulars required by section 40 in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the relevant approved stock exchange referred to in subsection (1).(4) To the extent the listed shares register is kept in a form otherwise than legible it must be capable of being reproduced in a legible form.(5) A company which maintains a listed shares register must also maintain, in respect of any shares which are not listed shares, a separate register of members in accordance with section 40.17。

公司法中应为对照

公司法/Company Law - 中英文对照中华人民共和国公司法 Company Law of the People's Republic ofChina (2014年3月1日起实施)(1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议通过《关于修改<<span se-mark="1">中华人民共和国海洋环境保护法>等七部法律的决定》第三次修正于2014年3月1日起实施)(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005. Revised for the third time on December 28, 2012 in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People'sRepublic of China at the 6th Session of the Standing Committee of the 12th National People's Congress. It is now promulgated and shall come into effect as of March 1, 2014.) Standing Committee of the National People's Congress December 28, 2013目录Contents第一章总则Chapter I: General Provisions第二章有限责任公司的设立和组织机构Chapter II: Establishment and Organizational Structure of Limited Liability Companies第一节设立Section 1: Establishment第二节组织机构Section 2: Organizational Structure第三节一人有限责任公司的特别规定Section 3: Special Provisions on One-person Limited Liability Companies第四节国有独资公司的特别规定Section 4: Special Provisions on Wholly State-owned Companies第三章有限责任公司的股权转让Chapter III: Transfer of Equity Interests in Limited Liability Companies第四章股份有限公司的设立和组织机构Chapter IV: Establishment and Organizational Structure of Companies Limited By Shares第一节设立Section 1: Establishment第二节股东大会Section 2: General Meeting第三节董事会、经理Section 3: Board of Directors and Manager第四节监事会Section 4: Board of Supervisors第五节上市公司组织机构的特别规定Section 5: Special Provisions on the Organizational Structure of Listed Companies第五章股份有限公司的股份发行和转让Chapter V: Issuance and Transfer of Shares in Companies Limited by Shares第一节股份发行Section 1: Issuance of Shares第二节股份转让Section 2: Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI: Qualifications and Obligations of Directors, Supervisors and Senior Officers of Companies第七章公司债券Chapter VII: Corporate Bonds第八章公司财务、会计Chapter VIII: Financial Affairs and Accounting of Companies第九章公司合并、分立、增资、减资Chapter Ix: Merger and Division, Increase and Reduction of Capital of Companies第十章公司解散和清算Chapter X: Dissolution and Liquidation of Companies第十一章外国公司的分支机构Chapter XI: Branches of Foreign Companies第十二章法律责任Chapter XII: Legal Liability第十三章附则Chapter XIII: Supplementary Provisions第一章总则Chapter I: General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。

英文company是什么汉语意思

英文company是什么汉语意思英文company是什么汉语意思相信大家都有听说过英文company，也相信有很多是不知道它的汉语意思的。

一起来看看店铺为大家整理收集了英语单词company表达的汉语意思吧，欢迎大家阅读!company的'中文意思英 [kmpni] 美 [kmpni]第三人称复数：companies名词公司，商号; 作伴，伴侣，客人; 连队，中队; (社交)集会，聚会相关例句名词1. I had no company on the journey.我在旅行中没有同伴。

2. He kept me company.他陪伴我。

3. People are judged by the company they keep.根据某人结交的朋友便能判断其人了。

4. The ship's company assembled on deck for inspection.全体船员到甲板上集合，以备检阅。

company的词典解释1. 公司A company is a business organization that makes money by selling goods or services.e.g. Sheila found some work as a secretary in an insurance company.希拉在一家保险公司找到一份当秘书的工作。

e.g. ...the Ford Motor Company.福特汽车公司2. 剧团;歌舞团A company is a group of opera singers, dancers, or actors who work together.e.g. ...the Phoenix Dance Company.凤凰舞蹈团3. 连A company is a group of soldiers that is usually part of a battalion or regiment, and that is divided into two or more platoons.e.g. The division will consist of two tank companies and one infantry company...这个师的组成部队将包括两个坦克连和一个步兵连。

Amended and Restated Articles章程修正案(精编)

章程修正案THE COMPANIES LAW (2013 REVISION)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATED MEMORANDUM OF ASSOCIATIONOF[-](As adopted by Special Resolution passed on [-], 20 )1.The name of the Company is [-].2.The Registered Office of the Company shall be at the offices of Cayman Islands or atsuch other place as the Directors may from time to time decide.3.The objects for which the Company is established are unrestricted and the Companyshall have full power and authority to carry out any object not prohibited by the Companies Law (2013 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.4.The liability of each Member is limited to the amount from time to time unpaid onsuch Member’s shares.5.The authorized capital of the Company shall be US$[-], divided into [-]Sharesconsisting of (i) Ordinary Shares with a par value of US$[-] per share, and (ii) SeriesA Preferred Shares with a par value of US$[-] per share with power for the Companyinsofar as is permitted by applicable law and the Articles of Association, to redeem or purchase any of its shares and to increase or reduce the said capital and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.6.If the Company is registered as exempted, its operations will be carried on subject tothe provisions of Section 174 of the Companies Law (2013 Revision) and, subject to the provisions of the Companies Law (2013 Revision) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.7.Capitalized terms used herein but not otherwise defined shall have the same meaningas defined in the Amended and Restated Articles of Association of the Company adopted by a Special Resolution on the even date herewith.THE COMPANIES LAW (2013 REVISION)OF THE CAYMAN ISLANDSCOMPANY LIMITED BY SHARESAMENDED AND RESTATED ARTICLES OF ASSOCIATIONOF[-](As adopted by Special Resolution passed on [-], 2015)1.In these Articles, Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:“Additional Ordinary Shares” means all Ordinary Shares issued by the Company after the Closing; provided, that the term “Additional Ordinary Shares” does not include the Exempted Shares.“Affiliate” means,(a) with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person;and (b) in the case of an individual, shall include, without limitation, his spouse, child, brother, sister, parent, trustee of any trust in which such individual or any of his immediate family members is a beneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid persons.“Articles” or “Articles of Association”means these Articles of Association of the Company as altered from time to time by Special Resolution.“As Adjusted” means as appropriately adjusted for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement.“Auditors” means the Persons for the time being performing the duties of auditors of the Company.“Board” means the board of directors of the Company.“Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by law to be closed in Shanghai, the Cayman Islands, or Hong Kong.“Closing” has the mea ning specified in the Share Purchase Agreement.“Company”means [-] an exempted company organized and existing under the laws of the Cayman Islands.“Company Group” means the Company, the HK Company and the PRC Companies, together with each Subsidiary of the aforementioned entities, and each Person (other than a natural person) that is, directly or indirectly, Controlled by any of the foregoing,including but not limited to each joint venture in which any of the foregoing holds more than fifty percent (50%) of the voting power.“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person; the term “Controlled” has the meaning correlative to the foregoing.“Conversion Price” has the meaning specifi ed in Article 7(iii)(4)(d).“Conversion Share” has the meaning specified in Article 7(iii)(4)(c).“Domestic Subsidiary” as defined in the Share Purchase Agreement.“Directors” or “Director” means members or a member of the Board.“Equity Securities” means any Ordinary Shares or Ordinary Share Equivalents of the Company.“Exempted Shares” means (i) Ordinary Shares issued as a dividend or distribution on the Preferred Shares; (ii) Ordinary Shares issued or issuable in connection with any share split, share dividend, combination, recapitalization or other similar transaction of the Company for which proportional adjustments are made; (iii) Ordinary Shares issued or issuable upon conversion or exercise of the Preferred Shares; (vi) Ordinary Shares (or options or warrants therefor) under any written equity incentive plans approved by the Board of Directors (including the consent of the Series A Director); (v) Ordinary Shares issued in connection with a Qualified IPO; (vi) Ordinary Shares issued or issuable pursuant to an acquisition of another corporation or a joint venture agreement approved by the Board (including the consent of the Series A Director); (vii) Ordinary Shares issued or issuable to banks, equipment lessors or other financial institutions pursuant to debt financing or commercial transactions approved by the Board (including the consent of the Series A Director).“Founders” has the meaning specified in the Share Purchase Agreement. “Governmental Authority” means any nation or government or any federation, province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.“HK Company” means [-], Limited, a company duly incorporated and validly existing under the Laws of Hong Kong with its registered address at [ ].“Intellectual Property” means any and all (i) patents, all patent rights and all applications therefor and all reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, author’s rights and works of authorship (including artwork of any kind and software of all types in whatever medium, inclusive of computer programs, source code, object code and executable code, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications for parts and devices, quality assurance and control procedures, design tools, manuals, research data concerning historic and current research and development efforts, including the results of successful and unsuccessful designs, databases and proprietary data, (vi) proprietary processes, technology, engineering, formulae, algorithms and operational procedures, (vii) trade names, trade dress, trademarks, domain names, and service marks, and registrations and applications therefor, and (viii) the goodwill of the business symbolized or represented by the foregoing, customer lists and other proprietary information and common-law rights.“Junior Securities” has the meaning specified in Article 7(ii).“Law” means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any Governmental Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority.“Liquidation Event” has the meaning specified in Article 7(iii)(2)(b).“Member” has the meaning ascribed to it in the Statute.“Memorandum” means the memorandum of association of the Company adopted by the Members of the Company pursuant to the Statute.“Month” means calendar month.“Options” mean s rights, options or warrants to subscribe for, purchase or otherwise acquire the Ordinary Shares or Ordinary Share Equivalents.“Ordinary Directors” or “Ordinary Director”has the meaning specified in Article 72.“Ordinary Resolution” means a resolution of Members passed either (i) as a written resolution signed by all the Members of the Company, or (ii) at a meeting by Members holding more than fifty percent (50%) of all the then issued and outstanding Shares of the Company, each calculated on a fully converted basis, including if required pursuant to Article 7(iii)(5), the Series A Majority.“Ordinary Shares” means the ordinary shares of the Company, par value of US$[-] per share.“Ordinary Share Equivalents” means warrants, Options and rights exercisable for Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares,including, without limitation, the Preferred Shares.“Original Issue Date” means the date on which the first applicable Series A Preferred Share was issued.“Original Series A Preferred Issue Price” means a price of US$[-] per Series A Preferred Share, As Adjusted.“paid-up” means paid-up and/or credited as paid-up.“Person” or “person” means any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or governmental or regulatory authority or other entity of any kind or nature.“PRC” means the People’s Republic of China, but solely for the purposes of these Articles, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.“PRC Companies” means WFOE and the Domestic Subsidiaries.“Preferred Shareholder” means any holder of the Preferred Shares.“Preferred Shares” means the Series A Preferred Shares.“Qualified IPO” means a firm commitment underwritten registered public offering by the Company of its Ordinary Shares pursuant to a registration statement that is filed with and declared effective by the Governmental Authority in accordance with relevant securities Laws of any jurisdiction on an internationally recognized stock exchange acceptable to the Preferred Shareholders at a public offering price (prior to customary underwriters’ discounts and commissions) that values the Company at least RMB1.5 billion immediately prior to the closing of such offering and will bring gross offering proceeds to the Company, before deduction of underwriting discounts and registration expenses, of at least RMB0.5 billion, all of which shall be calculated based on the offering price in s uch public offering and the total number of the Company’s shares immediately after such public offering on fully diluted basis.“Redemption Amount” has the meaning specified in Article 7(iii)(4)(c)(i). “Redemption Date” ha s the meaning specified in Article 9(iii)(1)(a). “Redemption Notice” has the meaning specified in Article 9(iii)(1)(a). “Redemption Price” has the meaning specified in Article 9(iii)(1)(b). “Registered Office” means the registered office for the time being of the Company.“Relevant Agreement”means the Shareholders Agreement or any other agreement relating (in whole or in part) to the management and/or affairs of the Company which is binding from time to time on the members and which (expressly or by implication) supplements and/or prevails over any provisions of these Articles among the holdersholding any Shares of the Company. For the avoidance of doubt, Relevant Agreement shall include any shareholders agreement between all members from time to time. “Required Consenters”has the meaning specified in Article 27.“Restructuring Documents”has the meaning set forth in the Share Purchase Agreement.“Seal” means the common seal of the Company and includes every duplicate seal.“Secretary” includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.“Series A Director” has the meaning specified in Article 72.“Series A Preferred Shares”means the series A redeemable convertible preferred shares, par value of US$[-] per share, of the Company.“Share Purchase Agreement” means the series A preferred shares purchase agreement entered into by and among the Company and the other parties thereto, dated [-], 2015.“Shares” means Ordinary Shares and Preferred Shares, and may also be referenced as “share” and includes any fraction of a share.“Shareholders Agreement” means the shareholders agreement entered into by and among the Company and the other parties thereto dated [-], 2015.“Special Resolution” means a resolution of Members expressed to be a special resolution and passed either (i) at a general meeting by a majority of not less 85% of the votes cast, calculated on a fully converted basis; provided that with respect to any action set forth in Article 7(iii)(5) for which a Special Resolution of the Members is required by the Statute, which shall include the Series A Majority, who, in each case, being entitled to do so, vote in person or, where proxies are allowed, by proxy, or, in the case of corporations, by their duly authorized representatives, at a general meeting of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given; or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members, and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed.“Statute” means the Companies Law (2013 Revision) of the Cayman Islands, as amended, and every statutory modification or re-enactment thereof for the time being in force.“Subsidiary” means, with respect to any specified Person, any other Person Controlled by the specified Person, directly or indirectly, whether through contractual arrangements or through ownership of equity securities, voting power or registered capital. For the avoidance of doubt, the Subsidiaries of the Company shall include the HK Company, the PRC Companies, and any other Subsidiary to be established by any of them from time to time.“WFOE” means [-], a limited liability company duly incorporated and validly existing under the Laws of the PRC with its registered address at [-].“written” and “in writing” include all modes of representing or reproducing words in visible form.“US$” or “$” means the lawful currency of the United States of America.Words importing the singular number also include the plural number and vice-versa.Words importing the masculine gender also include the feminine gender and vice-versa.The term “day” means “calendar day”.2.The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only part of the shares may have been allotted.3.The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.CERTIFICATES FOR SHARES4.The Company shall maintain a register of its Members. A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Certificates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates may be under the Seal. Share certificates shall be signed by one or more Directors or other persons authorized by the Directors. The Directors may authorize certificates to be issued with the Seal and authorized signature(s) affixed by mechanical process. The Company shall not be bound to issue more than one certificate for shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled.5.Notwithstanding Article 4 of these Articles, if a share certificate is defaced, lost, stolen, or destroyed, it may be renewed on payment of a fee of one dollar (US$1.00) or such lesser sum and on such terms (if any) as the Directors may reasonably prescribe to indemnify the Company from any loss incurred by it in connection with such certificate, including the payment of the expenses incurred by the Company in investigating evidence, as the Directors may prescribe.ISSUE OF SHARES6.Subject to Section 4 of the Shareholders Agreement, as amended from time to time, or any Relevant Agreement, and the provisions in these Articles (including but not limited to Article 7) and subject to any resolution of the Members to the contrary, and without prejudice to any special rights of the Preferred Shares, the Board shall have the power to issue anyunissued shares of the Company and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as it may determine. The Company shall not issue shares in bearer form.7.(i) CLASSES, NUMBER AND PAR VALUE OF THE SHARESAt the date of the adoption of these Articles, the authorized capital of the Company shall be US$[-], divided into (i) [-] Ordinary Shares with par value of US$[-] per share, and (ii) [-] Series A Preferred Shares with par value of US$[-] per share, and (iii) [-] Ordinary Shares reserved for issuance under the 2015 ESOP (as defined in the Shareholders Agreement).(ii) RANKINGThe Series A Preferred Shares shall rank senior and prior to the Ordinary Shares and all other classes or series of shares issued by the Company. All securities of the Company to which the Preferred Shares rank prior, with respect to dividends and upon liquidation, including, without limitation, the Ordinary Shares, are collectively referred to herein as “Junior Securities.”(iii) DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES(1) Dividends.(a) Subject to the provisions of the Statute, the Memorandum and these Articles (including but not limited to the other requirements of this Article 7), the Board may from time to time declare dividends and other distributions on the then issued and outstanding shares of the Company and authorize payment of the same out of the funds of the Company legally available therefor. Unless and until any dividends or other distributions in like amount have been paid in full on the Series A Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for payment, any dividend and other distributions on any Junior Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Company or other property.(2) Liquidation.(a) Liquidation Preferences. Upon the occurrence of any Liquidation Event, whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed among the holders of the then issued and outstanding Shares (on an as-converted to basis) in the following order and manner:(i)First, in priority to any payment to the holders of the Ordinary Shares,pay to each holder of Series A Preferred Shares, pari passu asbetween themselves, an amount per Series A Preferred Share equal to(x) 100% of the applicable Original Series A Preferred Issue Priceplus (y) an annual interest of 【eight percent (15%)】 (compoundedannually); and(ii)Second, pay and distribute all of the remaining assets of the Companyavailable for distribution among the holders of Series A PreferredShares and Ordinary Shares pro rata based on the number of OrdinaryShares held by each (assuming full conversion of all Series APreferred Shares).(b) Liquidation Event. The following events shall be treated as a liquidation (ea ch, a “Liquidation Event”) under this Article 7(iii)(2) unless waived in writing by the holders of at least 66% of the then issued and outstanding Series A Preferred Shares (the “Series A Majority”): (i) any liquidation, winding-up, or dissolution of any member of the Company Group, (ii) any merger, amalgamation or consolidation of any member of the Company Group with or into any Person, or any other corporate reorganization, or any other transaction or series of transactions, as a result of which the shareholders of the Company immediately prior to such transaction or series of transactions will cease to own a majority of the Equity Securities or voting power of the surviving entity immediately following the consummation of such transaction or series of transactions, (iii) any sale of all or substantially all of the assets of any member of the Company Group (including for the purposes of this clause (iii), the equity securities and/or contractual arrangements by which any member of the Company Group owns and/or Controls any other Company Group member and the licenses and permits necessary to conduct the business of the Company Group in the PRC) to or from a third party unaffiliated with any member of the Company Group, (iv) the exclusive licensing of all or substantially all of the Intellectual Property of any member of the Company Group to a third party unaffiliated with any member of the Company Group, (v) the transfer (whether by merger, reorganization or other transaction) in which a majority of the outstanding voting power of the Company is transferred (excluding any sale of Shares by the Company for capital raising purposes) ,(vi) any material breach of representatives and warranties or covenants by the parties other than the Series A Preferred Shareholder under the Transaction Agreements, or (vii) the general meeting or the Board meeting of the Company Group fails to conclude any resolutions within any six month period.(3) Voting Rights.Subject to the provisions of the Statute, the Memorandum and these Articles (including but not limited to the other requirements of this Article 7), at all general meetings of the Company: (i) the holder of Ordinary Shares then issued and outstanding shall have one (1) vote in respect of each Ordinary Share held by such holder, and (ii) each Preferred Shareholder shall be entitled to such number of votes with respect to all the Preferred Shares held by such Preferred Shareholder as equals the whole number of Ordinary Shares into which such Preferred Shareholder’s collective Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Members entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Members is first solicited. Subject to provisions to the contrary elsewhere in the Memorandum and these Articles, or as required by the Statute, the Preferred Shareholders shall vote together with the holders of Ordinary Shares, and not as a separate class or series, on all matters put before the Members.(4) Conversion of Preferred Shares.The Preferred Shareholders shall have the rights described below with respect to the conversion of the Preferred Shares into Ordinary Shares. The number of Ordinary Shares to which a Preferred Shareholder shall be entitled upon conversion of one (1) Preferred Share in accordance with Article 7(iii)(4)(a) and Article 7(iii)(4)(b) shall be the quotient of the Original Series A Preferred Issue Price divided by the then-effective applicable Conversion Price.(a) Optional Conversion.(i) Subject to and in compliance with the provisions of this Article 7(iii)(4)(a) and subject to complying with the requirements of the Statute, each Preferred Shares may, at the option of the holder thereof, be converted at any time after the Original Issue Date into fully-paid and non-assessable Ordinary Shares based on the then-effective applicable Conversion Price in accordance with this Article 7(iii)(4).(ii) Any Preferred Shareholder who desires to convert its Preferred Shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Preferred Shares, and shall give written notice to the Company at such office that such Preferred Shareholder has elected to convert such Preferred Shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly record such conversion in its register of Members and issue and deliver to such Preferred Shareholder at the address specified by such Preferred Shareholder a certificate or certificates for the number of Ordinary Shares to which such Preferred Shareholder is entitled. No fractional Ordinary Shares shall be issued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to a Preferred Shareholder upon the conversion of the Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such Preferred Shareholder) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Preferred Shares to be converted, and the Person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Ordinary Shares on such date.(b) Automatic Conversion.(i) Without any action being required by the holder of such share and whether or not the certificates representing such share are surrendered to the Company or its transfer agent, each Preferred Share shall automatically be converted into Ordinary Shares based on the then-effective applicable Conversion Price upon the earlier of (i) the closing of a Qualified IPO, or (ii) the date specified by written consent or agreement of the Series A Majority, both in accordance with this Article 7(iii)(4).(ii) The Company shall not be obligated to issue certificates for any Ordinary Shares issuable upon the automatic conversion of any Preferred Shares unless the certificate or certificates evidencing such Preferred Shares is either delivered as provided below to the Company or any transfer agent for the Preferred Shares, or the holder of such Preferred Shares notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificate. The。

companies 翻译

companies 翻译基本解释●companies：公司，企业●/ˈkʌmpəniz/●n. 复数形式具体用法●n.:o意思：公司，企业o同义词：corporations, firms, businesses, enterprises, organizationso反义词：individuals, persons, freelancers, sole proprietors, independentso例句：●Many companies are investing in renewable energy to reducetheir carbon footprint and contribute to a more sustainablefuture. (许多公司正在投资可再生能源，以减少碳足迹并为更可持续的未来做出贡献。

)●The government has introduced new regulations to ensurethat companies comply with environmental standards andprotect natural resources. (政府出台了新法规，以确保公司遵守环境标准并保护自然资源。

)●Companies that prioritize employee well-being often seehigher productivity and lower turnover rates. (优先考虑员工福祉的公司通常会看到更高的生产力和更低的员工流动率。

)●In today's global economy, companies must adapt quickly tochanging market conditions to remain competitive. (在当今的全球经济中，公司必须迅速适应不断变化的市场条件，以保持竞争力。

开曼群岛公司章程模板

"Debenture"开曼群岛公司章程（第 1-18 条，中英文）开曼群岛公司章程（中英文）COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF CAYCO LIMITED依据开曼群岛《公司法》 (2002 年修订)组建THE COMPANIES LAW (2002 REVISED) OF THE CAYMAN ISLANDS1. In these Articles Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith, 本章程中，除非题目或上下文所述，否则法令附件中表 A 并不适用且不相一致："Affiliate" of a company or corporation shall mean any company, corporation, or other entity that controls, is controlled by, or is under common control with,the specified company or corporation, within the meaning of Rule 144 of the Securities Act.关联方指在 144 规则的范围内，就特定实体而言，控制该特定实体，或被该特定实体控制，或与该特定实体处于他人共同控制下的任何公司、组织或其他实体。

"Articles" means these Articles as originally framed or as from time to time altered by Special Resolution. 章程指最初制定的并经特别决议不时修改的本章程。

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CAYMAN ISLANDSSupplement No. 1 published with ExtraordinaryGazette No. 8 dated 18th January, 2013.THE COMPANIES (AMENDMENT) LAW, 2013(LAW 1 OF 2013)The Companies (Amendment) Law, 20132The Companies (Amendment) Law, 2013 THE COMPANIES (AMENDMENT) LAW, 2013ARRANGEMENT OF SECTIONS1. Short title and commencement2. Amendment of section 17 of the Companies Law (2012 Revision) -registration of order and minute of reduction3. Amendment of section 26 - registration4. Amendment of section 29 - copies of memorandum and articles to be givento members5. Amendment of section 30 - restrictions on registration of certain names6. Amendment of section 31 - change of name7. Amendment of section 40 - register of members8. Amendment of section 40A - branch registers of members9. Amendment of section 44 - inspection of register10. Amendment of section 53 - penalties on non-publication of name11. Amendment of section 54 - register of mortgages12. Repeal and substitution of section 56 - penalty on company not keeping aregister of directors13. Amendment of section 59 - accounts and audits14. Repeal and substitution of section 62 - recording of special resolutions15. Amendment of section 63 - copies of special resolutions16. Amendment of section 65 - powers of inspectors17. Amendment of section 77 - general penalty; application of fines18. Amendment of section 80 - circumstances in which the Governor maylicence a company to be registered without “limited” in its name19. Amendment of section 86 - power to compromise with creditors andmembers20. Amendment of section 87 - provisions for facilitating reconstruction andamalgamation of companies21. Amendment of section 134 - fraud, etc. in anticipation of winding up22. Amendment of section 135 - transactions in fraud of creditors23. Amendment of section 176 - penalty for carrying on business contrary tothis Part24. Amendment of section 184 - documents etc., to be filed with Registrar byforeign companies25. Amendment of section 185 - power of certain foreign companies to holdland26. Amendment of section 187 - return to be filed with Registrar wheredocuments etc., altered27. Amendment of section 189 - service on foreign company to which this Partapplies28. Amendment of section 192 - removing company’s name from register29. Amendment of section 193 - penalties for failing to comply with this Part3The Companies (Amendment) Law, 201330. Amendment of section 195 - power of Registrar to prohibit sale31. Amendment of section 199 - fees in lieu of other provisions32. Amendment of section 200A - certificate of good standing33. Amendment of section 201 - application for continuation34. Amendment of section 206 - deregistration of exempted companiesincluding companies registered under this Part35. Amendment of section 210 - ordinary non-resident company may bereregistered as exempted company36. Amendment of section 211 - effect of reregistration of ordinary non-residentcompany as an exempted company37. Amendment of section 233 - merger and consolidation38. Amendment of section 237 - merger or consolidation with overseascompany39. Amendment of Schedule 5 - fees4The Companies (Amendment) Law, 20135CAYMAN ISLANDSLaw 1 of 2013.I AssentDuncan TaylorGovernor. 17thJanuary, 2013A LAW TO AMEND THE COMPANIES LAW (2012 REVISION) TO VARY PENALTY PROVISIONS; AND FOR INCIDENTAL ANDCONNECTED PURPOSESENACTED by the Legislature of the Cayman Islands. 1.(1) This Law may be cited as the Companies (Amendment) Law, 2013.(2) This Law comes into force immediately after the Companies (Amendment) Law, 2012 comes into force.2. The Companies Law (2012 Revision), in this Law referred to as the “principal Law”, is amended in section 17(1) by deleting the words “filing with him” and substituting the words “delivery to him”.3. The principal Law is amended in section 26(1) by deleting the words “filed in duplicate with the Registrar who shall” and substituting the words “delivered in duplicate to the Regis trar who shall file and”.4. The principal Law is amended in section 29 by deleting the words “to a penalty of one hundred dollars” and substituting the words “to a penalty of two dollars”.5.The principal Law is amended in section 30(2)(c) as follows -Short title and commencementAmendment of section 17 of the Companies Law (2012 Revision) - registration of order and minute of reduction Amendment of section 26 - registrationAmendment of section 29 - copies of memorandum and articles to be given to membersAmendment of section 30 - restrictions on registration of certain namesThe Companies (Amendment) Law, 20136(a) by deleting the words “,“trust” or” and substituting the word“or”; and(b) by deleting the words “of such words” and substituting the words“of such four words”.6. The principal Law is amended in section 31 as follows -(a) in subsection (1) by deleting the words “filed with the Registrarin accordance with s ubsection (2)”;(b) in subsection (2) by deleting the words “the company shall,within thirty days of the change being made, file with the Registrar a special resolution authorising the same and the Registrar on receiving the special resolution ” and substi tuting the words “the Registrar, on receiving the special resolution authorising the same ”;(c) in subsection (4) by deleting the words “under subsection (2) or(3)” and substituting the words “under subsection (3)”; and (d) by deleting subsection (5).7. The principal Law is amended in section 40(2) by deleting the words “ten thousand dollars ” and substituting the words “five thousand dollars”.8. The princ ipal Law is amended in section 40A(5) by deleting the words “ten thousand dollars ” and substituting the words “five thousand dollars”.9. The principal Law is amended by repealing section 44 and substituting the following section -“Inspectionofregister44. (1) The register of members, commencing from the date of the registration of the company, shall be kept at the registered office of the company or, in the case of an exempted company, at any other place within or outside the Islands.(2) Except in the case of an exempted company and when closed as hereinafter provided the register of members shall, during business hours, subject to such reasonable restrictions as the company in general meeting may impose, so that no less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis and to the inspection of any other person on payment of ten dollars or such less sum as the company may specify for each inspection; and every such member or other person may receive a copy of such register or any part thereof, or of such list or summary of members, on payment of one dollar forAmendment of section 31 - change of nameAmendment of section 40 - register of membersAmendment of section 40A - branch registers of membersRepeal and substitution of section 44 -inspection of registerThe Companies (Amendment) Law, 20137every page required to be copied.(3) If such inspection or copy is refused, the company shall incur for each refusal a penalty of five hundred dollars; and every director and manager of the company who knowingly authorises or permits such refusal shall incur the like penalty; and in addition to the above penalty, a Judge sitting in chambers may, by order, compel an immediate inspection of the register.(4) A company, including an exempted company, shall make available at the registered office, in electronic form or any other medium, such register, including any branch register in the case of an exempted company, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Law (2009 Revision); and if the company fails to comply with the order or notice without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non-compliance continues.”.10. The princ ipal Law is amended in section 53 by deleting the words “one thousand dollars” and substituting the words “ten dollars for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed ”.11. The principal Law is amended in section 54 as follows -(a) in subsection (2) by deleting the words “one thousand dollars ”and substituting the words “one hundred dollars ”; and(b) in subsection (3) by deleting the words “five thousand dollars ”and substituting the words “four dollars for every day during which such refusal continues ”.12. The principal Law is amended by repealing section 56 and substituting the following section -“Penalty on company not keeping a register of directors56. Any company who fails to comply with any of the provisions of section 55, shall incur a penalty of one thousand dollars and a further penalty of one hundred dollars for every day during which the default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur theAmendment of section 53 - penalties on non-publication of nameAmendment of section 54 - register of mortgagesRepeal and substitution of section 56 - penalty on company not keeping a register of directorsThe Companies (Amendment) Law, 20138like penalty.”.13. The principal Law is amended in section 59 as follows -(a) in subsection (1) by deleting the words “at its registered office”;and(b) by inserting after subsection (2) the following subsection -“ (2A) A company which keeps its books of account at any place other than at its registered office or at any other place within the Islands shall, upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Law (2009 Revision), make available, in electronic form or any other medium, at its registered office copies of its books of account, or any part or parts thereof, as are specified in such order or notice; and if the company fails to comply with the order or notice without reasonable excuse, the company shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which such non-compliance continues.”.14. The principal Law is amended by repealing section 62 and substituting the following section -“Recording of special resolutions62. A copy of any special resolution passed by any company under this Law shall be forwarded within fifteen days to the Registrar and shall be recorded by him.”.15. The principal Law is amended in section 63(3) by deleting the words “two hundred dollars ” and substituting the words “two dollars ”.16. T he principal Law is amended in section 65 by deleting the words “of five thousand dollars ” and substituting the words “not exceeding forty dollars ”. 17. The principal Law is amended in section 77 by deleting the words “ten thousand dollars ” and substituting the words “five thousand dollars ”.18. The principal Law is amended in section 80(1) by deleting the words “,directors or managers”.Amendment of section 59 - accounts and auditsRepeal and substitution of section 62 - recording of special resolutionsAmendment of section 63 - copies of special resolutionsAmendment of section 65 - powers of inspectorsAmendment of section 77 - general penalty; application of fines Amendment of section 80 - circumstances in which the Governor may licence a company to be registered without “limited” in its nameThe Companies (Amendment) Law, 2013918. The principal Law is amended in section 86 as follows -(a) in subsection (3) by deleting the words “filed with the Registrar ”and substituting the words “delivered to the Registrar ”; and(b) in subsection (4) by deleting the words “two hundred dollars ” andsubstituting the words “two dollars ”.20. The principal Law is amended in section 87(3) by deleting the words “filed with the Registrar ” and substituting the words “delivered to the Registrar ”.21. The principal Law is amended in section 134(1) by deleting the words “on summary conviction to a fine of twenty thousand dollars or to imprisonment for a term of five years, or to both ” and substituting the words “on conviction to a fine and to imprisonment for five years ”.22. The principal Law is amended in section 135 by deleting the words “on summary conviction to a fine of twenty thousand dollars or to imprisonment for a term of five years, or to both ” and substituting the words “on conviction to a fine and to imprisonment for five years ”.23. The principal Law is amended in section 176 by deleting t he words “one thousand dollars ” and substituting the words “one hundred dollars ”.24. The principal Law is amended in section 184 as follows -(a) in the marginal n ote by deleting the words “filed with Registrar ”and substituting the words “delivered to Registrar ”; (b) in subsection (1) as follows -(i) by deleting the words “file with the Registrar ” andsubstituting the words “deliver to the Registrar ”; and(ii) in paragraph (b ) by deleting the words “filing with theRegistrar ” and substituting the words “delivery to the Registrar ”; and(c) by repealing subsection (1A).25. The principal Law is amended in section 185 as follows -(a) in subsection (1) by deleting the words “filed with the Registrar ”and substituting words “delivered to the Registrar ”; andAmendment of section 86 - power to compromise withcreditors and membersAmendment of section 87 - provisions for facilitatingreconstruction and amalgamation of companiesAmendment of section 134 - fraud, etc. in anticipation of winding upAmendment of section 135 - transactions in fraud of creditorsAmendment of section 176 - penalty for carrying on business contrary to this Part Amendment of section 184 - documents etc., to be filed with Registrar by foreign companiesAmendment of section 185 - power of certain foreign companies to hold landThe Companies (Amendment) Law, 201310(b) in subsection (4) by deleting the words “filed with the Registrarby the company ” and substituting the words “delivered by the company to the Registrar ”.26. The principal Law is amended in section 187 as follows -(a) in the marginal note by deleti ng the words “filed with Registrar ”and substituting words “delivered to Registrar ”; and(b) by deleting the words “file with the Registrar ” and substitutingthe words “deliver to the Registrar ”.27. The principal Law is amended in section 189 as follows -(a) by deleting the words “filed with the Registrar ” and substitutingthe words “delivered to the Registrar”;(b) in paragraph (a) of the proviso by deleting the words “filing withthe Registrar ” and substituting the words “delivering to the Registrar ”; and(c) by deleting the words “so filed ” wherever they appear andsubstituting the words “so delivered ”.28. The principal L aw is amended in section 192 by deleting the words “file any document with the Registrar ” wherever they appear and substituting the words “deliver any document to the Registrar ”.29. The principal Law is amended in section 193 by deleting the words “one thousand dollars and if the offence is a continuing one to a fine of one hundred dollars for every day during which the offence has continued ” and substituting the words “one hundred dollars or, in the case of a continuing offence, a further fine of ten dollars for every day during which the default continues ”.30. The principal Law is amended in section 195 by deleting the words “two thousand dollars and, in default of payment by any director or officer, to imprisonment for six months ” and substituting the words “one thousand dollars and, in default of payment by any director or officer, to imprisonment for three months ”.31. The principal Law is amended in section 199(3) by deleting the words “one thousand dollars ” wherever they appear and substituting the words “five hundred dollars ”.32. The principal Law is amended in section 200A by repealing subsection (3) and substituting the following subsection -Amendment of section 187 - return to be filed with Registrar where documents etc., alteredAmendment of section 189 - service on foreign company to which this Part appliesAmendment of section 192 - removingcompany’s name from registerAmendment of section 193 -penalties for failing to comply with this PartAmendment of section 195 - power of Registrar to prohibit saleAmendment of section 199 - fees in lieu of other provisionsAmendment of section 200A - certificate of good standingThe Companies (Amendment) Law, 201311“ (3) A company shall be deemed to be in good standing if all fees and penalties under this Law have been paid and the Registrar has no knowledge that the company is in default under this Law.”. 33. The principal Law is amended in section 201 as follows -(a) in subsection (2) as follows -(i) by repealing paragraph (c) and substituting the followingparagraph -“(c) the registrant has delivered to the Registrar thedocuments listed in paragraphs (a) to (d) of section 184(1) (in this Part referred to as “the charter documents”);” and(ii) in pa ragraph (l) by deleting the words “filed with theRegistrar ” and substituting the words “delivered to the Registrar ”; and(b) in subsection (9) by deleting the words “file with the Registrar ”and substituting the words “deliver, to the Registrar ”.34. The principal Law is amended in section 206(2) as follows -(a) by deleting the words “the applicant is in good standing and”;and(b) in paragraph (i) by deleting the words “filed with the Registrar ”and substituting the words “delivered to the Registrar”.35. The principal Law is amended in section 210(1)(b) by deleting the words “filed with the Registrar ” and substituting the words “delivered to the Registrar ”.36. The principal Law is amended in section 211(1)(a) by deleting the words “filed with him ” and substituting the words “delivered to him ”.37. The principal Law is amended in section 233 as follows -(a) in subsection (9)(e) -(i) by deleting the words “statement ” and substituting the word“director’s declaration”; and(ii) by deleting the word “statement ” and substituting the word“declaration ”; and(b) in subsection (14) by deleting the words “fifty thousand dollars ”and substituting the word s “twenty thousand dollars ”.Amendment of section 201 - application for continuationAmendment of section 206 - dereg i stration of exempted companies including companies registered under this Part Amendment of section 210 - ordinary non-resident company may be registered as exempted company Amendment of section 211 - effect ofregistration of ordinary non-resident company as an exempted company Amendment of section 233 - merger and consolidationThe Companies (Amendment) Law, 20131238. The principal Law is amended in section 237(4) deleting the words “fifty thousand dollars ” and substituting the words “twenty thousand dollars ”.39. The principal Law is amended in Part 4 of Schedule 5 as follows -(a) by inserting after the words “by an exempted company” thewords “except a special economic zone company”; and(b) in paragraph (a) by deleting the words “except a specialeconomic zone company”.Passed by the Legislative Assembly the 10thday of January, 2013.Mary J. LawrenceSpeaker.Zena Merren-ChinClerk of the Legislative Assembly.Amendment of section 237 - merger or consolidation with overseas companyAmendment of Schedule 5 - fees。