Exempted Company. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 193 of the Companies Law (Revised) and, subject to the provisions of the Companies Law (Revised) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. Exhibit A Register of Members REGISTER OF MEMBERS [NEWCO] LIMITED ORDINARY SHARES NAME OF MEMBER ADDRESS DATE OF ENTRY AS MEMBER CERTIFICATES ISSUED FROM WHOM SHARES WERE TRANSFERRED AMOUNT PAID THEREON DATE OF TRANSFER OF SHARES TO WHOM SHARES TRANSFERRED CERTIFICATES SURRENDERED CERT NOS NO SHARES CERT NOS NO SHARES [local Cayman counsel to update information, as applicable] REGISTER OF MEMBERS [NEWCO] LIMITED SERIES A PREFERRED SHARES NAME OF MEMBER ADDRESS DATE OF ENTRY AS MEMBER CERTIFICATES ISSUED FROM WHOM SHARES WERE TRANSFERRED AMOUNT PAID THEREON DATE OF TRANSFER OF SHARES TO WHOM SHARES TRANSFERRED CERTIFICATES SURRENDERED CERT NOS NO SHARES CERT NOS NO SHARES [local Cayman counsel to update information, as applicable, following Initial Closing] AMENDED AND RESTATED APRIL 28, 2006 THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIRST AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF XXXXX SOLAR ENERGY HOLDING LIMITED CO.
Exempted Company. We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company: • does not have to file an annual return of its shareholders with the Registrar of Companies; • is not required to open its register of members for inspection; • does not have to hold an annual general meeting; • may issue negotiable or bearer shares or shares with no par value; • may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); • may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; • may register as a limited duration company; and • may register as a segregated portfolio company. Limited liability means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prxxxxxx to pierce or lift the corporate veil).
Exempted Company. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
Exempted Company. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF SA VENICE I An Exempted Company Limited By Shares (Adopted by Special Resolution passed on [•] 2022)
