# Rule and RulesParser ### **Function and Usage** The **Rules Parser** library defined several **Rules** that are extensively covering almost all kinds of activities that a company may encounter during its daily operation, which can be categorized into the following types as per their governing matters: **General Governance Rule, Voting Rules, Position Allocation Rules, First Refusal Rules, Grouping Orders** and **Listing Rules**. All these rules are stored in the "World States" in form of bytes32 and can be retrieved from a "key-value" mapping with the structure of "sequence number (uint) -> rule object (bytes32) " in the smart contract of **Shareholders Agreement**. During the runtime, **the** **Book Keepers** can call **the** **Rules Parser** to parse the said **Rules** from the original form of bytes32 into their specific structured objects, from the attributes of which the intended value will be obtained ultimately.\ Except the **General Governance Rule**, the beginning 16-bit of the other **Rules** are defined as their sequence number. However, these sequence numbers are not consecutive, instead, they are segmented with 256 as a group for a specific type of **Rules**, so as to reserve enough numbers for adding new **Rules** in future.
SeqOfRuleType Of Rule
0General Governance Rule
1Voting Rules (Capital Increase)
2Voting Rules (External Transfer)
3Voting Rules (Internal Transfer)
4Voting Rules (Capital Increase + Internal Transfer)
5Voting Rules (External Transfer + Internal Transfer)
6Voting Rules (Capital Increase + Internal Transfer + External Transfer)
7Voting Rules (Capital Increase + External Transfer)
8Voting Rules (Update of Shareholders Agreement)
9Voting Rules (Simple Majority of General Meeting of Shareholders)
10Voting Rules (Special Majority of General Meeting of Shareholders)
11Voting Rules (Simple Majority of Board Meeting)
12Voting Rules (Special Majority of Board of Meeting)
13 ~ 255Voting Rules (Other Matters)
256 ~ 511Position Allocation Rules
512First Refusal Rule (Capital Increase)
513First Refusal Rule (External Transfers)
514 ~ 767Other First Refusal Rules
768 ~ 1023Grouping Orders
1024 ~ 1279Listing Rules
### **Members and Attributes** The **Rules Parser** library comprehensively defined the data structure, coding method and parsing method for the **General Governance Rule, Voting Rules, Position Allocation Rules, First Refusal Rules, Grouping Orders**, as well as **Listing Rules**. ### **General Governance Rule** | Attribute | Commercial and Legal Meaning | | ---------------------------------- | -------------------------------------------------------------------------------------------------------------- | | fundApprovalThreshold | The minimum amount to be paid by the company to be submitted to the general meeting for review. | | basedOnPar | Whether shareholders exercise voting rights in accordance with the subscribed contribution. | | proposeWeightRatioOfGM | Minimum voting weights ratio for shareholders to submit motions to the shareholders meeting (in basis points). | | proposeHeadRatioOfMembers | Minimum number ratio of shareholders to submit motions to the shareholders meeting (in basis points). | | proposeHeadRatioOfDirectorsInGM | Minimum number ratio of directors to submit motions to the shareholders meeting (in basis points). | | proposeHeadRatioOfDirectorsInBoard | Minimum number ratio of directors to submit motions to the board meeting (in basis points). | | maxQtyOfMembers | Maximum number of shareholders. | | quorumOfGM | Minimum percentage of voting weights for valid shareholders meeting resolution (in basis points). | | maxNumOfDirectors | Maximum number of directors. | | tenureMonOfBoard | Number of months of directors' tenure. | | quorumOfBoardMeeting | Minimum ratio of the number of votes for valid resolutions of the Board of Directors (in basis points). | | establishedDate | Established date of the company. | | businessTermInYears | Number of years of the company's operation period. | | typeOfComp | Category of the company. | | minVoteRatioOnChain | Minimum ratio of voting weights of shareholders (in basis points). | ### **Voting Rule** | Attributes | Commercial and Legal Meaning | | ----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | | seqOfRule | The sequence number of rules. | | qtyOfSubRule | The total number of rules in the secondary category. | | seqOfSubRule | Rule number in the secondary category. | | authority | Decision-making authority to apply the rules. 1 - Shareholders Meeting, 2 - Board of Directors Meeting. | | headRatio | Minimum ratio of number of voting approval (unit: basis points). | | amountRatio | Minimum ratio of voting weights for voting approval (unit: basis points). | | onlyAttendance | Whether only the attitude of voters can be counted in the voting result. | | impliedConsent | Whether the non-voters imply approval to the motion. | | partyAsConsent | Whether the parties who review the document imply approval to the motion. | | againstShallBuy | Whether the shareholders who voted against the motion are obliged to purchase the underlying shares on equal terms. | | frExecDays | The number of days for the exercise period of the right of first refusal. | | dtExecDays | The number of days for the exercise period of the drag-along and tag-along rights. | | dtConfirmDays | Number of days for the buyer's acceptance period for the drag-along and tag-along rights. | | invExitDays | Number of days for the shareholder withdrawal from investment after proposal. | | votePrepareDays | Number of days of voting preparation period. | | votingDays | Number of days in the voting period. | | execDaysForPutOpt | Number of days in the exercise period for the share transferor to request the shareholders who vote against to purchase the underlying shares on equal terms. | | vetoers\[0] | First user number of whom vote against. | | vetoers\[1] | Second user number of whom vote against |

表决程序时间表

### **Position Allocation Rule** | Attribute | Commercial and Legal Meaning | | ---------------- | ---------------------------------------------------- | | seqOfRule | Rule number. | | qtyOfSubRule | The total number of rules in the secondary category. | | seqOfSubRule | Rule number in the secondary category. | | removePos | Whether to remove the position information. | | seqOfPos | The number of the position. | | titleOfPos | The title of the position. | | nominator | The nominee user number. | | titleOfNominator | The nominee's title number. | | seqOfVR | Voting rule number. | | endDate | Tenure deadline for the position. | ### **First Refusal Rule** | Attribute | Commercial and Legal Meaning | | ---------------- | ----------------------------------------------------------------------------------------------- | | seqOfRule | Rule number. | | qtyOfSubRule | The total number of rules in the secondary category. | | seqOfSubRule | Rule number in the secondary category. | | typeOfDeal | Transaction category number. | | membersEqual | Whether all shareholders have equal right of first refusal. | | proRata | Whether right of first refusal is given in proportion to voting weights. | | basedOnPar | Whether right of first refusal is given in proportion to the amount of subscribed contribution. | | rightholders\[0] | 1st right holder. | | rightholders\[1] | 2nd right holder. | | rightholders\[2] | 3rd right holder. | | rightholders\[3] | 4th right holder. | ### **Grouping Update Order** | Attribute | Commercial and Legal Meaning | | ------------ | ---------------------------------------------------------------------------- | | seqOfRule | Number of rule. | | qtyOfSubRule | The total number of rules in the secondary category. | | seqOfSubRule | Rule number in the secondary category. | | addMember | Whether or not to add the member to the concert party. | | groupRep | User number of the representative shareholder of the group of concert party. | | members\[0] | 1st member. | | members\[1] | 2nd member. | | members\[2] | 3rd member. | | members\[3] | 4th member. | ### **Listing Rule** | Attribute | Commercial and Legal Meaning | | ----------------- | --------------------------------------------------- | | seqOfRule | Rule number. | | titleOfIssuer | (Additional Issue) Issuer Title. | | classOfShare | Class of shares. | | maxTotalPar | (Additional Issue) Maximum Total Contribution. | | titleOfVerifier | (Investor Identification) Verifier's User Number. | | maxQtyOfInvestors | Maximum number of investors. (0 for no upper limit) | | ceilingPrice | (Additional Issue) Maximum Issue Price. | | floorPrice | (Additional Issue) Lower limit of issue price. | | lockupDays | Number of days of lock-up period. | | offPrice | Minimum price of listing transaction | | votingWeight | (Additional Issue) Voting weights of equity shares. | ### **Linking Rule** | Attribute | Commercial and Legal Meaning | | ------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | | triggerDate | Trigger date. | | effectiveDays | Number of effective days. | | triggerType | Trigger condition categories. 0-unconditional trigger, 1-transfer of control, 2-transfer of control and the price above threshold, 3-transfer of control and ROE above threshold. | | shareRatioThreshold | Shareholding ratio threshold for company control (unit: basis points). | | rate | Rate. 2-refers to the transfer price; 3-refers to the annualized ROE. | | proRata | Whether or not to exercise the right at the voting ratio if the right holder claims a conflict. | ## Source Code #### [RulesParser](https://github.com/paul-lee-attorney/comboox/blob/master/contracts/lib/RulesParser.sol)