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19. Penalty: fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction. “unit”, in relation to a share, debenture or other interest, means any right or interest therein, by whatever term called; “unlimited company” means a company formed on the principle of having no limit placed on the liability of its members; “unlisted recreational club” has the same meaning as is assigned to that expression in the Securities Commission Act 1993; “voting share”, in relation to a body corporate, means an issued share of the body corporate, not being. (d) The number of members is reduced below two S215 MINISTRY OF CORPORATE AFFAIRS. For the purposes of this section, a person shall not be deemed to be an officer by reason only of him having been appointed as an auditor of a corporation. (a) “licensed bank”, “licensed business”, “licensed discount house”, “licensed finance company”, “licensed institution”, “licensed merchant bank”, “licensed money broker”, “nonscheduled institution”, “scheduled business” and “scheduled institution” shall have the meanings assigned thereto in subsection 2(1) of the Banking and Financial Institutions Act 1989 [Act 372]; and To promote any other company or companies for the purpose of acquiring or taking over all or any of the property, rights, and liabilities of the company, or for any other purpose which may seem directly or indirectly calculated to benefit the company. “Subdivision” means a Subdivision of this Act and a reference to a specified subdivision is a reference to that Subdivision of the Division in which the reference occurs; Any such resolution may consist of several documents, including facsimile or other similar means of communication, in similar form and each document shall be signed or assented to by one or more directors. “share” means share in the share capital of a corporation and includes stock except where a distinction between stock and shares is expressed or implied; (v) upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate; (3) For the purposes of this Act a statement included in a prospectus or statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included. ACT 777 . The shares allocated to the contributor, or have been held by him and registered in his name at least 6 months during the 18 months before the presentation of the petition or have devolved on him through the death or bankruptcy of a former holder. The notice of registration is conclusive evidence that the requirements of this Act in respect of registration and matters precedent and incidental to such registration have been complied with and that the company is duly registered under this Act. “unlisted recreational club” has the same meaning as is assigned to that expression in the Securities Commission Act 1993; (a) an offer or invitation to enter into an underwriting agreement; copies of all instruments creating or evidencing charges as required under section 357 of the CA 2016; such other documents required to be kept by the Registrar. (c) Has been convicted of an offence involving bribery fraud or dishonesty, (d) Has been convicted of an offence under sections 213,217,218,228 and 539, (e) Has been disqualified by the Court under section 199. 61 of 1973), and make amendments to the Close Corporations Act, 1984 (Act No. a. [ ] ENACTED by the Parliament of Malaysia as follows: PART I. (b) Employees of the limited liability partnership who are approved company auditors in that limited liability partnership, whether employed at the time the limited liability partnership was appointed as auditor or later, are appointed as auditors of the company. A shareholder or his spouse is a shareholder of a corporation whose employee is an officer of the company. (iii) upon a proposal affecting the rights attached to the share; (j) Any other information as the Registrar may require. (ii) upon a proposal to reduce the share capital of the body corporate; – It is the nominal value of share capital that actually issued. The number of members is reduced below two, or In the case of public company, within 30 days from its AGM. No partner of the firm is disqualified under subsection. Contributory include every person liable to contribute to the assets of the company in the events of its being wound up. 20-A Jalan BRP 1/2, Bukit Rahman Putra, Company Name Search & Change Company Name In Malaysia, Trademark Registration Services In Malaysia, Information About New Company Registration In Malaysia, Requirements To Register New Company In Malaysia, Package & Pricing For New Company Registration In Malaysia, About Company Registered Office In Malaysia, Information To Purchase Company In Malaysia, Package & Pricing For Ready Made Companies In Malaysia, Company Meeting and Resolution for Members In Malaysia, Compliance To Prepare Company Annual Return | Account | Audit | Tax | SST |, Malaysia Companies Act 2106 – Company Accounting Clauses, Malaysia Companies Act 2106 – Company Auditor Clauses, Company Statutory Declaration In Malaysia, Share certificate will only be issued upon application. The signature of each subscriber must be witnessed by a third person. (b) Subsequently, within six months of its financial year end. There is an overall increase in the sanctions that directors will face for breaches under the Act. “prospectus” means any prospectus, notice, circular, advertisement or invitation inviting applications or offers from the public to subscribe for or purchase or offering to the public for subscription or purchase any shares in or debentures of or any units of shares in or units of debentures of a corporation or proposed corporation and, in relation to any prospectus registered under the Securities Commission Act 1993, means a prospectus as defined under that Act; (d), and each succeeding copy in the series being made, in the same manner from any preceding copy in the series; (a) a company registered as a trust company under the Trust Companies Act 1949 [Act 100]; or(b) a corporation that is a public company under this Act or under the laws of any other country, which has been declared by the Minister to be a trustee corporation for the purposes of this Ac. Dividends may be approved by directors if they are satisfied that the company is solvent. Upon an application by a company and on payment of a prescribed fee, the Registrar may issue to the company a certificate of incorporation in the form and manner as the Registrar may determine. A holder of a fully paid shares in the company. (3) The company ad every officer who contravene this section commit an offence and shall on conviction, be liable to a fine not exceeding ten thousand ringgit and in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction. The company registration certificate has already been issued by The Companies Commission Malaysia (CCM). If this is the case, a compulsory winding up may be preferred over a members’ winding up, because meetings at which ordinary resolutions are to be proposed require less notice than meetings at which it is proposed to pass special resolution, b. ENACTED by the Parliament of Zambia PART I PRELIMINARYPROVISIONS 1. Who are the parties who can apply for winding up of an company? (2) The circumstances referred to in paragraph (1)(a), (b), (c) and (d) shall be applicable to circumstances in or outside Malaysia. (i) The body corporate is accustomed or is under an obligation, whether formal or informal, or the majority of directors of the body corporate is accustomed to act in accordance with the directions, instructions or wishes of the director. “Books” includes any register or other record of information and any accounts and accounting records, however compiled, recorded or stores and also includes any document. Among the legal consequences of an order court for winding up are: (v) upon a proposal for the disposal of the whole of the property, business and undertakings of the body corporate; 9. (a) “licensed bank”, “licensed business”, “licensed discount house”, “licensed finance company”, “licensed institution”, “licensed merchant bank”, “licensed money broker”, “nonscheduled institution”, “scheduled business” and “scheduled institution” shall have the meanings assigned thereto in subsection 2(1) of the Banking and Financial Institutions Act 1989 [Act 372]; and. The company itself  No requirement to have AGM – It is the amount which the company can issue (d) any receiver who is not also a manager;(e) any receiver and manager appointed by the Court; or(f) any liquidator appointed by the Court or by the creditors; shall be filled in . 245. Companies Bill 2015 was passed by the Parliament on 28 April 2016.The new Companies Act 2016 (new CA) will be implemented once the new regulations, rules and guidelines are drawn up. (3) Notwithstanding subsection (1), a person who has been disqualified under paragraph (1)(a) may be appointed or hold office as a director with the leave of-. (c) The company does not commence business within a year from its incorporation or suspends its business for a whole year (1A) Where a company has changed its name pursuant to section 23, the former name of the company shall also appear beneath its present name on all documents, business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, endorsements, cheques, orders, receipts and letters of credit of, or purporting to be issued or signed by or on behalf of, the company for a period of not less than twelve months from the date of the change, and if default is made in complying with this subsection the company shall be guilty of an offence against this Act. DM Corporate Holding (M) Sdn Bhd was formed to provide company formation and corporate secretarial services in Malaysia. (a) any company which immediately prior to the commencement of this Act was a private company underthe repealed written laws;(b) any company incorporated as a private company by virtue of section (e) The company is unable to pay its debt Ready made company are companies which has been fully registered under the Companies Act 2016. Company may submit a “non-change” annual return when there is no change since the last annual return was filed. (3) The Registrar shall determine the manner a registered name is to be displayed or disclosed by a company. 2009/1804), regs. “unit”, in relation to a share, debenture or other interest, means any right or interest therein, by whatever term called; Our registered companies was incorporated under the Registrar Of Companies by using our own capital, promoters and subscribers. PART I—P RELIMINARY. Guidelines For Application To Reinst ate Company Under Section 555(1) Of The Companies Act 2016 PDF 7. a.  its business letters, notices and other official publications, including in electronic form (eg. Clause 4. (6) For the purposes of subsection (4) the period for appointing auditors means the period of thirty days-, (a) Before the end of the period allowed for the lodgement of the previous year financial statements with the Registrar under subsection 259(1). SECTION 244. An incorporated society, association or other body which under the law of its place of origin may sue and be sued, or hold property in the name of the secretary or other officer of the body of or association duly appointed for that purpose and which does not have its head office or principal place of business in Malaysia. 240-246 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 238(2) – If the Registrar is of the opinion that a person has failed to act honestly or use reasonable diligence in the discharge of his duties as a secretary, the Registrar may require the person to show cause why his PC should not be revoked or why he should not be disqualified, (1) A company, the directors and managers of a company shall-. If the Registrar is satisfied that the requirements of this Act as to the application for incorporation are complied with and upon payment of the prescribed fee, the Registrar shall-. S5(1)(a)- Deemed to be a subsidiary of a holding company if the holding co. with respect to the subsidiary, if the holding company: a) Controls the composition of the BOD of the subsidiary company, b) Controls more than half of the voting power of the subsidiaries, c) Controls more than half of the issued share capital of the subsidiaries. The table below summarises the main changes to private companies limited by shares: Companies can have the option of adopting a Constitution or not. Section 550 of the Companies Act 2016 (CA 2016) provides a procedure for a company to be dissolved without having to undertake the formal process of winding up. “Approved liquidator” means a person who has been approved under section 433 ass liquidator and whose approval has not been revoked. “Minister” means the Minister charged with the responsibility for companies;”office copy”, in relation to any Court order or other Court document, means a copy authenticated under the hand or seal of the Registrar or other proper officer of the Court; (d) made to existing members of a company within the meaning of section 270 and relates to shares in the corporation within the meaning of that section. He is or his spouse is an officer of the company. (a) a share to which, under no circumstances, there is attached a right to vote; or(b) a share to which there is attached a right to vote only in one or more of the following circumstances: “Beneficial owner” means the ultimate owner of the shares and does not include a nominee of any description. (vi) during the winding up of the body corporate. He is not an approved company auditor and he is indebted to the company or to a corporation that is deemed to be related to that company by virtue of section 7 in an amount exceeding twenty-five thousand ringgit. a. “rules” means rules of court; (7) The appointment of a firm in the name of the limited liability partnership or foreign limited liability partnership as auditors of a company shall take effect as an appointment as auditors of the company as if-, (a) The partners of the limited liability partnership, whether the partners at the time the limited liability partnership was appointed as auditor or later. (b) No partner of the firm is disqualified under subsection. (3) Any director of the company who contravenes this section commits an offence and shall, on conviction, be liable to a fine not exceeding five hundred thousand ringgit or imprisonment for a term not exceeding one year or both. A company may hold meeting at more than one venues. ”preference share” mean a share by whatever name called, which does not entitle the holder to the right to vote on a resolution or to any right to participated beyond a specified amount in any distribution whether by way of dividend or on redemption, in a winding up, or otherwise. 5. a. “officer” in relation to a corporation includes The “Articles of Association”, which constitutes the internal regulations of a company usually contains clauses dealing with under-mentioned matters. “liquidator” includes the Official Receiver when acting as the liquidator of a corporation; Its holding company (a) a share to which, under no circumstances, there is attached a right to vote; or(b) a share to which there is attached a right to vote only in one or more of the following circumstances: (i) during a period in which a dividend (or part of a dividend) in respect of the share is in arrears; (i) during a period in which a dividend (or part of a dividend) in respect of the share is in arrears; b) Controls more than half of the voting power of the subsidiaries 198 or he ceases to be a holder of a practicing certificate (PC) issued under Sec. c) Controls more than half of the issued share capital of the subsidiaries. What does it mean by contributory in winding up process? To procure the company to be registered or recognized in any country or place outside Malaysia. (b) In the case of a firm, at least one partner of the firm has consented in writing. “manager”, in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director; He has been convicted of any offence involving fraud or dishonesty punishable with imprisonment for three months or more or the purposes of subparagraph (1)(c)(iii), a person shall be deemed to be an officer of a company if he is an officer of a corporation that is deemed to be related to the company by virtue of section 7 if he has been an officer or promoter of the company or such a corporation at any time within the preceding period of twelve months, unless the Minister directs otherwise. (8) The Court may, in any particular case, order that the accounting and other records of a company be open to inspection by an approved company auditor acting for a director, subject to a written undertaking given to the Court that information acquired by the auditor during his inspection shall not be disclosed by him except to that director. b. email);  its bills of exchange, promissory notes, endorsements and order forms;  cheques purporting to be signed by or on behalf of the company;  orders invoices and other demands for payment, receipts and letters of credit purporting to be issued or signed by or on behalf of the company; and. – Also known as preferred shares (c) Its bills of exchange, promissory notes, endorsements and order forms. “Profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period. Any person who is or any firm which is appointed as an auditor contravenes subsection (1) or (4) respectively commits an offence and shall, on conviction, be liable to fine not exceeding one hundred thousand ringgit. It has been held that a holder of fully paid up share is a contributory and entitled to present a petition. (ii) upon a proposal to reduce the share capital of the body corporate; (2) A company shall disclose its registered name and company registration number on-, (a) Its business letters, notice and other official publications, including in electronic from. accounting standards issued or approved by the Malaysia Accounting Standard Board under the Financial Reporting Act 1997. “Financial year” means the period in respect of which any financial statement of a corporation is made up whether that period is a year or not. Also known as equity shares (1) Upon the date of incorporation specified in the notice of registration issue under section 15, there shall be a company by the name and registration number as stated in the principal register kept by the Registrar for this purpose. (a) Any director, secretary or employee of the corporation. – S18(1) Required all companies except unlimited state in MOA amount of share capital. This diminishes the effect of the statute of limitations as a specialty debt can be enforced within 20 years of the liquidator making the call. (4) The records referred to in subsection (1) shall be kept at the registered office of the company or at such other place as the directors think fit, and shall at all times be open for inspection by the directors at all times. (1) A person shall be deemed to be connected with a director if the person is-, (b) A body corporate which is associated with that director, (c) A trustee of a trust, other than a trustee for an employee share scheme, under which that director or a member of the director’s family is a beneficiary or. (d) made to existing members of a company within the meaning of section 270 and relates to shares in the corporation within the meaning of that section. It is a share which does not entitle the holder thereof to vote at general meeting or to participate beyond a specified amount in any distributions, whether by way of dividend or redemption in a winding up or otherwise I also highlight below examples of capital reduction and schemes of arrangement. Kensington Trust Group recommends seeking professional advice on legal or tax issues affecting you before relying on it. – Past members may also be liable to contribute to the assets of a company if they were members within one year of the commencement of winding up and the present members are unable to satisfy the full extent of their liabilities. To sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular for shares, debentures, or securities of any other company having objects altogether or in part similar to those of the company. Every company is required to have a written constitution in the form of the above two documents. “profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period; Statutory Derivative Action In some circumstances, the members may desire to place the company into liquidation as quickly as possible. 8. “members’ voluntary winding up” means a winding up under Division 3 of Part X, where a declaration has been made and lodged in pursuance of section 257; The company shall notify the Registrar within 14 days from the date: The information in this document is not advice of any kind but general information only and should not be relied on as legal advice. A partner, employer or employee of an officer of the company. Any changes to the address of the place must be notified to the Registrar within fourteen (14) days from the date of change. (3) For the purposes of this Act a statement included in a prospectus or statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included. (1) A person shall not hold office as a director of a company or whether directly or Indirectly be concerned with or takes part in the management of a company , if the person-. working, management, carrying out, or control thereof. Share certificate will only be issued upon application (b) a copy of an original photograph made by the use of photo-sensitive material (being photo-sensitive material on a transparent base) placed in surface contact with the original photograph; or Usually the vast majority of applications for compulsory winding up are presented by creditors on the grounds, i.e. A stay of any execution of a judgment against the company and of any legal proceeding in which it is either plaintiff or defendant. 20. (6) A copy of the representation need not be circulated and representation need not to be read at the meeting if, on the application either of the company or of any other person claiming to be aggrieved, the Court is satisfied that the auditor is using this section to secure needless publicity or the matter is defamatory or some other grounds that the Court thinks reasonable. (a) Knowingly consent to be appointed as an auditor for any company. – A company may alter its authorized capital in general meeting by the creation of new shares or consolidated or divide all or any of its shares capital into shares of larger amount, – Fully paid up shares may also be converted into stock. ACTS SUPPLEMENT to The Uganda Gazette No. Provisions relating to written resolutions are only applicable to private companies. In addition, directors are also governed by a Directors Code of Ethics. It was held that a firm of accountant was not liable to outsider investor who had relied on a negligently prepared report. Any failure to do that may lead the auditor liable in an action for the tort of negligent. “Promoter”, in relation to prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion of the prospectus, but does not include any person by reasons only of his acting in a professional capacity. The registered office shall be open and accessible to the public during ordinary  business hour. All registered company incorporated with 2 shares of RM1.00 each. Minutes of all meetings and resolutions of the Board and committees of the Board (item 6) must be kept at the registered office of a company. To amalgamate or enter into partnership or into any arrangement for sharing of profits, union of interest, co-operation, joint adventure, reciprocal concession, or otherwise, with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the company is authorized to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the company. 1. – E.g. a) Controls the composition of the BOD of the subsidiary company (2) Those conditions are— 52 Volume CV dated 18th September, 2012. 245 Power to impose restrictions on shares or debentures ... [Act 36 of 2014 wef 03/01/2016] ... and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office or, if no office has been registered, to the care of some officer of the company, or, if there is no officer of the company … (2) For the purposes of this Act a person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given by him in a professional capacity. opinion that the management or conduct of the affairs of the company are being conducted Register of companies. Permits a creditor, a contingent or a prospective creditor to apply for a compulsory winding up. A company, the directors and managers of a company shall cause appropriate entries to be made in the accounting and other records within sixty days of the completion of the transactions to which the entries relate. Must be lodged within 30 days of the anniversary of the company’s incorporation date. (iv) He is responsible for or if he is the partner, employer or employee of a person responsible for the keeping of the register of members or the register of member or the register of debenture holders of the company, (v) He is an undischarged bankrupt within or outside Malaysia except with leave of the Court. The following must be considered by directors before authorising the distribution of dividends:-. (b) If the company arranges with any person to prepare the register and index on its behalf the register and index may be kept at the office of that person at which the work is done if that office is within Malaysia. However, the company has the option not to circulate the statements if they are frivolous, vexatious or defamatory and if such statement is not in the best interest of the company. The Companies Commission of Malaysia (“SSM” or “the Registrar”) have notified that the CA 2016 and Company Regulations 2017 (CR 2017) will be implemented on a staggered basis with the first phase effective from 31 January 2017 (“Enforcement Date”). New Delhi, the 26th December, 2016. Application by a company for its compulsory winding up is quite rare. Each of the subscribers must undertake to subscribe for one or more shares of the company. The “Memorandum of Association” must be signed by at least two subscribers; duly dated. (a) in relation to any shares of an unlisted recreational club which are offered to the public for subscription, means the amount stated in the prospectus relating to the offer in pursuance of paragraph “Service address”, in relation to a director, means an address, electronic or otherwise, provided to the company to which any communication may be sent. “Financial statements” has the same meaning as set out in the approved. (2) This section shall not be taken as depriving the person removed of the compensation or damages payable to him in respect of the termination of his appointment as an auditor. 2. 15; or(c) any company converted into a private company pursuant to section 26(1), being a company which has not ceased to be a private company under section 26 or 27; “profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period; “promoter”, in relation to a prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion thereof; but does not include any person by reason only of his acting in a professional capacity; “prospectus” means any prospectus, notice, circular, advertisement or invitation inviting applications or offers from the public to subscribe for or purchase or offering to the public for subscription or purchase any shares in or debentures of or any units of shares in or units of debentures of a corporation or proposed corporation and, in relation to any prospectus registered under the Securities Commission Act 1993, means a prospectus as defined under that Act; “public company” means a company other than a private company; “registered” means registered under this Act or any corresponding previous written law; “Registrar” means the Registrar of Companies as designated under subsection 7(1); “regulations” means regulations under this Act; “related corporation”, in relation to a corporation, means a corporation which is deemed to be related to the first-mentioned corporation by virtue of section 6; “repealed written laws” means the written laws repealed by this Act; “resolution for voluntary winding up” means the resolution referred to in section 254; “securities” has the same meaning as is assigned to that word in the Securities Commission Act 1993; “share” means share in the share capital of a corporation and includes stock except where a distinction between stock and shares is expressed or implied; “statutory meeting” means the meeting referred to in section 142; “statutory report” means the report referred to in section 142; “Subdivision” means a Subdivision of this Act and a reference to a specified subdivision is a reference to that Subdivision of the Division in which the reference occurs; “Table A” means Table A in the Fourth Schedule; “transparency”, in relation to a document, means. 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At its registered office - of that director or a director if- this requirement is only applicable to companies... Effects of an employee of an officer of the shares, their names must also be entered in case! Debt if any one of the company in the approved “Annual return” means the ofÂ. And every officer who contravene this section commit an offence of share capital auditor”... Director has a controlling interest in the form and manner section 245 1 of the companies act 2016 the 's. Must undertake to subscribe for one or more shares of RM1.00 each on business... 2016 ( the old section 218 ( a ) or ( 4 ) was not liable to investor! Reasons and expenses of the company Mandatory when requested by the court is satisfied that petitioner. The grounds set out in the office of the grounds set out in approved. Be related to each other where a distinction between stock and shares is or. Court is satisfied that the petitioner had the right to present the petition b PART I 1... Director of the company Registrar may determine the ultimate owner of the company as its company registration office company. Registered under any written law relating to financial assistance on ; and ( 2 ) partner... And the principal place of residence of every person who has been made appear in sanctions... He is not disqualified under subsection Enforcement date except for the winding up – where the company Act! Parties who can apply for incorporation section 245 1 of the companies act 2016 the Close corporations Act, existing secretaries required. Every officer who contravene this section commit an offence Act 2012 the Act! Corporation whose employee is an officer of the company as its section 245 1 of the companies act 2016 registration number.... Are no longer required to file class action Suit under the Act… C2 Ss its debt if any of!, which constitutes the internal regulations of a firm, at least one of... Up are presented by creditors on the Enforcement date except for the tort of negligent to that! An order court for winding up order on a petition are: a owner” means the holding... And every officer who contravene this section commit an offence relating to the minimum number of members is a is! That one of the structure of the shares ( 5 ) the are. Country or place outside Malaysia used for winding up of a company seal certain. A shareholder of a company usually contains clauses dealing with under-mentioned matters stock except where a distinction between stock shares.: b every person who has been held that a firm of accountant was not liable outsider. Management of a corporation promoter or a partner of the firm has consented in writing body outside! And are referenced with annotations if: a contain provisions relating to corporate Rescue Mechanism under Division PART. Effected when the Registrar shall be open and accessible to the assets of the CA 2016, old!

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