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1 9. Modified application with respect to state-owned companies10. Modified application with respect to non-profit companiesCHAPTER 2 FORMATION, ADMINISTRATION AND DISSOLUTION OF COMPANIESPart AReservation and registration of company names11. Criteria for names of companies12. Reservation of name for later usePart BIncorporation and legal status of companies13. Right to incorporate company14. Registration of company15. Memorandum of Incorporation, shareholder agreements and rules ofcompany16. Amending Memorandum of Incorporation17. Alterations, translations and consolidations of Memorandum of Incorporation18. Authenticity of versions of Memorandum of Incorporation19. Legal status of companies20. Validity of company actions21.

2 Pre-incorporation contracts22. Reckless trading prohibitedPart CTransparency, accountability and integrity of companies23. External companies and registered office24. Form and standards for company records25. Location of company records26. Access to company records27. Financial year of company28. Accounting records29. Financial statements30. Annualfinancial statements31. Access tofinancial statements or related information32. Use of company name and registration number33. Annual return34. Additional accountability requirements for certain companiesPart DCapitalisation of profit companies35. Legal nature of company shares and requirement to have shareholders36. Authorisation for shares37. Preferences, rights, limitations and other share terms38.

3 Issuing shares39. Pre-emptive right to be offered and to subscribe shares40. Consideration for shares41. Shareholder approval for issuing shares in certain cases42. Options for subscription of securities43. Securities other than shares44. Financial assistance for subscription of securities45101520253035404545. Loans or otherfinancial assistance to directors46. Distributions must be authorised by board47. Capitalisation shares48. Company or subsidiary acquiring company s sharesPart ESecurities registration and transfer49. Securities to be evidenced by certificates or uncertificated50. Securities register and numbering51. Registration and transfer of certificated securities52. Registration of uncertificated securities53.

4 Transfer of uncertificated securities54. Substitution of certificated or uncertificated securities55. liability relating to uncertificated securities56. Beneficial interest in securitiesPart FGovernance of companies57. Interpretation and restricted application of Part58. Shareholder right to be represented by proxy59. Record date for determining shareholder rights60. Shareholders acting other than at meeting61. Shareholders meetings62. Notice of meetings63. Conduct of meetings64. Meeting quorum and adjournment65. Shareholder resolutions66. Board, directors and prescribed officers67. First director or directors68. Election of directors69. Ineligibility and disqualification of persons to be director or prescribed officer70.

5 Vacancies on board71. Removal of directors72. Board committees73. Board meetings74. Directors acting other than at meeting75. Director s personalfinancial interests76. Standards of directors conduct77. liability of directors and prescribed officers78. Indemnification and directors insurancePart GWinding-up of solvent companies and deregistering companies79. Winding-up of solvent companies80. Voluntary winding-up of solvent company81. Winding-up of solvent companies by court order82. Dissolution of companies and removal from register83. Effect of removal of company from register651015202530354045 CHAPTER 3 ENHANCED ACCOUNTABILITY AND TRANSPARENCYPart AApplication and general requirements of Chapter84. Application of Chapter85.

6 Registration of secretaries and auditorsPart BCompany secretary86. Mandatory appointment of company secretary87. Juristic person or partnership may be appointed company secretary88. Duties of company secretary89. Resignation or removal of company secretaryPart CAuditors90. Appointment of auditor91. Resignation of auditors and vacancies92. Rotation of auditors93. Rights and restricted functions of auditorsPart DAudit committees94. Audit committeesCHAPTER 4 PUBLIC OFFERINGS OF COMPANY SECURITIES95. Application and interpretation of Chapter96. Offers that are not offers to public97. Standards for qualifying employee share schemes98. Advertisements relating to offers99. General restrictions on offers to public100.

7 Requirements concerning prospectus101. Secondary offers to public102. Consent to use of name in prospectus103. Variation of agreement mentioned in prospectus104. liability for untrue statements in prospectus105. liability of experts and others106. Responsibility for untrue statements in prospectus107. Time limit as to allotment or acceptance108. Restrictions on allotment109. Voidable allotment110. Minimum interval before allotment or acceptance111. Conditional allotment if prospectus states securities to be listed8510152025303540 CHAPTER 5 FUNDAMENTAL TRANSACTIONS, TAKEOVERS AND OFFERSPart AApproval for certain fundamental transactions112. Proposals to dispose of all or greater part of assets or undertaking113. Proposals for amalgamation or merger114.

8 Proposals for scheme of arrangement115. Required approval for transactions contemplated in Part116. Implementation of amalgamation or mergerPart BAuthority of Panel and Takeover Regulations117. Definitions applicable to this Part, Part C and Takeover Regulations118. Application of this Part, Part C and Takeover Regulations119. Panel regulation of affected transactions120. Takeover RegulationsPart CRegulation of affected transactions and offers121. General requirement concerning transactions and offers122. Required disclosure concerning certain share transactions123. Mandatory offers124. Compulsory acquisitions and squeeze-out125. Comparable and partial offers126. Restrictions on frustrating action127. Prohibited dealings before and during an offerCHAPTER 6 BUSINESS RESCUE AND COMPROMISE WITH CREDITORSPart ABusiness rescue proceedings128.

9 Application and definitions applicable only to Chapter129. Company resolution to begin business rescue proceedings130. Objections to company resolution131. Court order to begin business rescue proceedings132. Duration of business rescue proceedings133. General moratorium on legal proceedings against company134. Protection of property interests135. Post-commencementfinance136. Effect of business rescue on employees and contracts137. Effect on shareholders and directorsPart BPractitioner s functions and terms of appointment138. Qualifications of practitioners139. Removal and replacement of practitioner140. General powers and duties of practitioner141. Investigation of affairs of company10510152025303540142. Directors of company to co-operate with and assist practitioner143.

10 Remuneration of practitionerPart CRights of affected persons during business rescue proceedings144. Rights of employees145. Participation by creditors146. Participation by holders of company s securities147. First meeting of creditors148. First meeting of employees representatives149. Functions, duties and membership of committees of affected personsPart DDevelopment and approval of business rescue plan150. Proposal of business rescue plan151. Meeting to determine future of company152. Consideration of business rescue plan153. Failure to adopt business rescue plan154. Discharge of debts and claimsPart ECompromise with creditors155. Compromise between company and creditorsCHAPTER 7 REMEDIES AND ENFORCEMENTPart AGeneral principles156.