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

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;。

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.。

《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）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。

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。

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。

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。

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;。

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。