## I. Shareholder Capital Contribution Period and Registered Capital Paid-in
The new Company Law explicitly requires that the subscribed capital contributions of all shareholders be fully paid within five years. When amending the articles of association, it is necessary to verify the existing shareholder capital contribution periods, adjust overly long or non-compliant clauses, and clarify the contribution method, timeline, and liability for breach. It is recommended that enterprises simultaneously review the registered capital scale to avoid excessive amounts.

## II. Optimization of Board of Directors and Board of Supervisors Setup
The new law allows small-scale companies to forgo establishing a board of supervisors, replacing it with an audit committee; requirements for employee representatives on the board of directors have also changed. The articles of association should specify the number and powers of board members, and whether to establish a supervisor or audit committee, ensuring the governance structure complies with the new law while remaining flexible and efficient.

## III. Expansion of Shareholders' Voting Rights and Right to Know
The new law strengthens the scope of shareholders' inspection of accounting books and vouchers, and allows shareholders to file lawsuits against controlling shareholders for abuse of rights. The articles of association need to detail the rules for exercising voting rights, such as cumulative voting and class share voting, and clarify information disclosure obligations to prevent control disputes.

## IV. Selection and Responsibility Definition of Legal Representative
The new law stipulates that the legal representative shall be a director or manager who executes company affairs on behalf of the company, and clarifies the compensation rules for damages caused to others during the performance of duties. The articles of association should specify the method of appointment, change procedures, and recourse mechanism for the legal representative to reduce personal risks.

## V. Capital Reduction Procedures and Simplified Deregistration
The new law introduces simplified capital reduction and simplified deregistration systems, but strict compliance with creditor notification procedures is required. The articles of association should specify the approval ratio for capital reduction resolutions, the reduction plan, and the conditions for applying simplified procedures to avoid procedural defects leading to invalidity.

## VI. Responsibilities of Controlling Shareholders and Actual Controllers
The new law introduces the concept of "de facto directors." If controlling shareholders or actual controllers instruct directors to harm the company's interests, they shall bear joint liability. The articles of association may add provisions for reviewing related-party transactions, rules for abstaining from voting, and clarify the information disclosure obligations of actual controllers.

## VII. Detailed Duties of Loyalty and Diligence for Directors and Senior Management
The new law lists prohibited acts for directors and senior management, such as misappropriating funds or usurping corporate opportunities. The articles of association should specify the specific standards for the duty of loyalty, such as the scope of non-competition, approval procedures for exploiting business opportunities, and set forth compensation liabilities for violations.

## VIII. Division of Powers Between the Shareholders' Meeting and the Board of Directors
The new law adjusts certain powers, such as allowing the board of directors to decide on issuing new shares (subject to authorization in the articles of association). The articles of association need to clearly delineate the boundaries of authority between the shareholders' meeting and the board of directors, especially the approval levels for major matters such as investments, guarantees, and related-party transactions, to avoid power vacuums.

## IX. Company Division, Merger, and Share Repurchase
The new law simplifies the rules for dissenting shareholders' repurchase rights in divisions and mergers, and adds repurchase obligations under specific circumstances. The articles of association should specify the method for determining the repurchase price, the resolution procedure, and the time limit for dissenting shareholders to exercise their rights, ensuring transaction flexibility and fairness.

## X. Procedures for Amending the Articles of Association and Transitional Arrangements
The new law requires that amendments to the articles of association be completed before July 1, 2024, with potential penalties for non-compliance. The articles of association should clarify the initiation of amendments, the voting ratio, and the time limit for industrial and commercial registration changes, while also setting transitional provisions to address the convergence of old and new laws, such as adjustments to the capital contribution period.