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Implementing Rules of Regulations of Shenzhen Special Economic
Zone on Liquidation of Enterprises |
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(Promulgated by
decree No.72 or Shenzhen Municipal People' s Government on May
29, 1998) |
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Article1 These implementing rules are hereby formulated
according to Article 58 of Regulations of Shenzhen Special
Economic Zone
on Liquidation of Enterprises (hereinafter
referred to as"the Regulations"). |
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Article 2 The enterprise legal persons as mentioned in
Article 2 of the Regulations include limited company, stock
limited company,
stock cooperative company and enterprise legal
person in other forms. |
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Article 3 Item 4, paragraph 1, Article 4 of the
Regulations includes the following situations: |
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(1) being revoked of business license of enterprise legal
person; |
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(2) being terminated due to the judgment of the court; |
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(3) being terminated due to the arbitration award; and |
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(4) other situation as stipulated by laws. |
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Article 4 In case that the enterprise being
deregistered or ordered to closedown and failing to submit
relevant liquidation written
materials at the time fixed by the
Regulations, results in suspension of liquidation, the date of
commencement of the liquidation
of the enterprise shall be the
date as of fixed by Item 5 of Article 6 of the Regulations. |
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Article 5 The written materials in Article 8 of the
Regulations include: |
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(1) any of the following documents: the decision or resolution
being made by
the authority of the enterprise on termination of
the enterprise; the judgment of a court or the award of an
arbitration
body on the termination of the enterprise; the
decision made by an administrative body on the deregister or
closedown of
the enterprise according to law; |
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(2) copy of business license of the enterprise legal person; |
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(3) certificate of identification of investors; and |
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(4) financial statement of the enterprise at the time of its
termination. |
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Article 6 According to Paragraph 1,Article 10 of
the Regulations, in case the liquidation needs to be deferred,
the liquidation group
shall apply to the Liquidation Authority
in written form within 30 days before the expiration date of the
period deadline
on the liquidation. The Liquidation Authority
shall make a decision of approval or disapproval within 15 days
from receipt
of the written application. |
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Article 7 Other reasons mentioned in Paragraph 2,
Article 10 of the Regulations include arbitration, force majeure
and accident. |
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In case of suspending or resuming the period of liquidation, the
liquidation
group shall make a decision and submit it to the
Liquidation Authority for approval. |
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Article 8 The enterprise application mentioned in
Paragraph 2, Article 12 of the Regulations refers to that the
authority of the enterprise
apply to the Liquidation Authority.
In the case of applying, the enterprise shall provide the
following materials besides
the ones required in Article 5 of
these implementing rules: |
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(1) recent balance sheets of assets; |
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(2) materials relevant to the litigation or arbitration being in
progress; and |
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(3) Other materials required by the Liquidation Authority¡£ |
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Article 9 In case the liquidation is organized by the
Liquidation Authority, the enterprise or investors shall pay
certain amount
of the liquidation expenditures in advance, which
is decided by the Liquidation Authority in accordance with the
Item 1
to 3,Article 36 of the Regulations. |
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The liquidation expenditures paid in advance by the applicant
shall be stored
in the special bank account opened by the
Liquidation Authority beforehand. After the founding of the
liquidation group,
the expenditures and interests shall be
passed on to the liquidation group and the Liquidation Authority
shall supervise
and administer the liquidating costs of the
liquidation group. |
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Article 10 The leader of the liquidation group shall be
appointed by the Liquidation Authority in case the group is
organized by the
Liquidation Authority according to Article 14
of the Regulations. |
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Article 11 The powers and duties of the leader of
the liquidation group are as follows: |
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(1) in charge of the overall work of the liquidation group; |
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(2) to decide the time, place and topic for liquidation group's
meeting; |
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(3) to convene and chair the meeting; |
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(4) to supervise and urge members of the liquidation group to
accomplish the
liquidation on time; and |
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(5) to report the progress of the liquidation to the investors
in time in case
the liquidation is organized by the enterprise;
to report the progress of the liquidation to the Liquidation
Authority
in case the liquidation is organized by the authority.
The leader of the liquidation group shall be replaced by the
authority
of the enterprise or the Liquidation Authority in case
he does not perform his powers and duties. |
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Article 12 The investors who refuse to join the
liquidation group or perform the liquidation duties shall not
affect the progress
of the liquidation in case the liquidation
group is organized by the Liquidation Authority in accordance
with Article 14
of the Regulations, |
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Article 13 Other legal reasons mentioned in Item 3,
Article 15 of the Regulations include: |
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(1) in violation of the practicing discipline or professional
ethics which results
in serious consequence; |
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(2) incapability of performing duties due to incapacitation,
illness, travel
and so on; and |
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(3) Nonperformance of liquidation duties, hindrance of progress
of the liquidation. |
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Article 14 The members of the liquidation group shall
sign on the record of the liquidation group's meeting and the
decision of the
meeting. The decision of the meeting made by the
liquidation group according to law shall have binding force on
liquidation. |
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Article 15 The liquidation group shall submit a
written explanation of the surplus, deficit, sale, unperformed
credits and gains, ect.
During the liquidation period to the
authority of the enterprise, and reckon them in the
liquidation' s profit and loss.
The liquidation group organized
by the Liquidation Authority shall report the items above to the
Liquidation Authority. |
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Article 16 The following rules shall be carried out
in the case of estimating and evaluating the liquidation assets: |
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(1) if a court judgment or an arbitration award rules for
termination of the
contract, the estimation and evaluation shall
be carried out according to the judgment or award; |
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(2) the relevant rules, if there is any, in a contract of the
articles of association,
such rules shall be carried out; and |
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(3) if there are not any such rules mentioned in Paragraph 2 of
this article,
negotiation on settlement between the investors
shall be required. If the investors can not reach mutual
agreement, the
liquidation group shall make decision according
to the estimating price which provided by a legal assessment
body. |
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Article 17 Any assets of the enterprise to be sold
off by the liquidation group, shall be transferred publicly and
to the buyer that
offers the highest price. The investors have
the priority of buying under the same condition. |
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Article 18 The liquidation group set up by the
Liquidation Authority, shall report to the Liquidation Authority
to put on record in
case it files a litigation or applies for
arbitration. |
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Article 19 The liquidation group set up by the
Liquidation Authority, shall notify the investors after working
out the balance sheets
and the list of assets according to
Article 33 of the Regulations. The investor has the right to
look up the balance sheets
within the time limit made by the
liquidation group and pose the written opinion in case he has
objection. The liquidation
group shall decide whether to accept
the investor' s written opinion or not and send the balance
sheets and the list of
assets to the Liquidation Authority for
confirmation together with relevant explanation materials. |
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Article 20 During the liquidation, the liquidation group
may pay the wages, money of comforting the bereaved and social
insurance
fees of the employees in priority by the assets of
liquidation under permission of the Liquidation Authority. |
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Article 21 In case the situation in Article 34 of the
Regulations appears, the liquidation costs shall be paid by the
assets of liquidation
before the liquidation group handing over
the liquidation affairs to the people's court. |
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Article 22 A liquidation scheme mentioned in
Article 35 of the Regulations includes following contents: |
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(1) the assets condition of the liquidated enterprise; |
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(2) the creditor's rights and debts condition of the liquidated
enterprise; and |
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(3) the scheme of assets distribution. |
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The scheme of assets distribution includes following contents: |
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(1) the liquidation expenditures paid in priority according to
Article 36 of
the Regulations; |
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(2) the payable wages, money of comforting the bereaved and
social insurance
fees of the employees; |
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(3) the payable taxes; |
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(4) the payable debts of the enterprise; and |
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(5) the distributable residual assets. |
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Article 23 The ruling of a court judgment or an
arbitration award, if there is any, shall be prevail during the
distribution of the
residual assets by the liquidation group. |
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Article 24 The liquidation report mentioned in Article 41
of the Regulations includes the following contents: |
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(1) the name, the form, the legal representative ,the domicile,
the time and
capital of registration, the name and capital
proportion of shareholder and so on of the liquidated
enterprise; |
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(2) the reason of liquidation; |
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(3) the organization of the liquidation group; |
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(4) any announcement of liquidation; |
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(5) the assets situation of the liquidated enterprise; |
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(6) the creditor's rights and debts situation of the liquidated
enterprise; and |
(7) the handling result of the assets of the liquidated
enterprise.
¡¡ |
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Article 25 The authority of the enterprise mentioned in
these implementing rules refers to shareholders' meeting or
shareholders'
rally, or the board of directors in case there is
no such meeting or rally, or the united management organization
in case
there is no such board. |
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Article 26 These implementing rules shall take effect as
of the date of promulgation. |
