📏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.

SeqOfRule	Type Of Rule
0	General Governance Rule
1	Voting Rules (Capital Increase)
2	Voting Rules (External Transfer)
3	Voting Rules (Internal Transfer)
4	Voting Rules (Capital Increase + Internal Transfer)
5	Voting Rules (External Transfer + Internal Transfer)
6	Voting Rules (Capital Increase + Internal Transfer + External Transfer)
7	Voting Rules (Capital Increase + External Transfer)
8	Voting Rules (Update of Shareholders Agreement)
9	Voting Rules (Simple Majority of General Meeting of Shareholders)
10	Voting Rules (Special Majority of General Meeting of Shareholders)
11	Voting Rules (Simple Majority of Board Meeting)
12	Voting Rules (Special Majority of Board of Meeting)
13 ~ 255	Voting Rules (Other Matters)
256 ~ 511	Position Allocation Rules
512	First Refusal Rule (Capital Increase)
513	First Refusal Rule (External Transfers)
514 ~ 767	Other First Refusal Rules
768 ~ 1023	Grouping Orders
1024 ~ 1279	Listing 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