外商投资企业清算办法 MEASURES FOR LIQUIDATION OF FOREIGN INVESTMENT ENTERPRISES

to do so shall be deemed as abandonment of claims.

　　Section 4 Claims， Debts and Clearing

　　Article 20 The liquidation committee shall make registration of claims lodged by creditors and， after verifying the claims， notify the creditors in writing of the verification results.

　　Article 21 Creditors who call in question the verification result given by the liquidation committee on claims may， within 15 days after the receipt of the written notice， apply to the liquidation committee for re-verification. Creditors who call in question the result of re-verification may， within 15 days after the receipt of the written notice regarding the re-verification result， bring a lawsuit with the people's court in the place of the domicile of the enterprise； in case of an arbitration agreement concluded between the enterprise and the creditor， the creditor shall apply for arbitration in accordance with the law.

　　During proceedings or arbitration， no assets under disputes may be distributed by the liquidation committee.

　　Article 22 The liquidation committee shall state reasons in writing and give proof to the organ of power of the enterprise for the inventory profits， inventory losses， disposal of property， insolvent obligations or non recoverable claims， and income or losses incurred during the liquidation period， and count them into liquidation profits and losses.

　　Article 23 The following liquidation expenses shall be covered as the first priority with the assets subject to liquidation：

　　（1） expenses needed for the administration， disposal and distribution of the assets subject to liquidation of the enterprise；

　　（2） costs of announcement， litigation and arbitration； and

　　（3） other expenses needed to pay during the liquidation.

　　Article 24 With respect to secured claims established before the starting date of liquidation， the creditor shall have priority in getting payment with the collateral.

　　Where the amount of a secured claim exceeds the amount obtained through the disposal of the collateral， the unpaid part of the claim shall be paid in the order stipulated in Article 25

of these Measures.

　　Article 25 After the prior deduction of liquidation expenses from the assets subject to liquidation， payment shall be made in the following order：

　　（1） wages and labor insurance premiums of the staff and workers；

　　（2） taxes； and

　　（3） other debts.

　　Article 26 No assets of the enterprise may be distributed before the liquidation expenses have been covered and the debts of the enterprise have been paid off.

　　Subject to other stipulations by laws， regulations or contracts or articles of association of the enterprise， the remaining assets of the enterprise after paying off the liquidation expenses and all the debts shall be distributed in proportion to the actual investments by the investors.

　　Article 27 If the liquidation committee finds during the liquidation that the assets of the enterprise are insufficient to pay off its debts， it shall apply to the people's court for a declaration of bankruptcy of the enterprise； the enterprise having been declared bankruptcy in accordance with the law shall be treated in accordance with laws and regulations concerning bankruptcy liquidation.

　　Article 28 The following acts committed by the enterprise within 180 days before the starting date of the liquidation shall be null and void：

　　（1） voluntarily convey assets of the enterprise；

　　（2） abnormally undersell property of the enterprise；

　　（3） give property security for debts on which there was no property security；

　　（4） pay off debts that has not become due； and

　　（5） waive claims of the enterprise.

　　From the starting date of the liquidation to the closing of the liquidation， neither Chinese nor foreign investors may dispose of the property of the enterprise.

　　Section 5 Assessment and Disposition of Assets Subject to Liquidation

　　Article 29 The assessment of assets subject to liquidation shall be conducted in accordance with the following provisions：

　　（1） Where there are stipulations in the contract or articles of association of the enterprise， such stipulations shall be observed；

　　（2） Where no stipulations have been made in the contract or articles of association of the enterprise， the decision shall be made through consultation by the Chinese and foreign investors and submitted to the examination and approval authorities of the enterprise for approval；

　　（3） Where no stipulations have been made in the contract or articles of association of the enterprise， nor agreement can be reached through consultation by the Chinese and foreign investors， the liquidation committee shall make the determination in accordance with relevant provisions of the state and with reference to the opinions given by an assets assessing institute and submit it to the examination and approval authorities of the enterprise for approval； and

　　（4） Where the people's court judges or an arbitration organ awards an termination of the contract of the enterprise and specifies the measures for assessing the assets subject to liquidation， such measures shall be applied.

　　Article 30 When assets subject to liquidation are sold off， the investors of the enterprise shall have priority in making purchase and the assets shall be sold to whoever makes the highest offers.

　　Section 6 The Closing of Liquidation

　　Article 31 The liquidation committee shall， after finishing the work defined by the scheme of liquidation， work out a liquidation report， which shall include the following contents：

　　（1） reasons for liquidation and term and process of the liquidation；

　　（2） the outcome of disposition of claims and debts； and

　　（3） the outcome of disposition of assets subject to liquidation.

　　Article 32 The liquidation report shall， after confirmed by the organ of power of the enterprise， be submitted to the examination and approval authorities of

the enterprise for filing.

　　Article 33 The liquidation committee shall， within 10 days from the date on which the liquidation report is submitted to the examination and approval authorities of the enterprise， go through the cancellation formalities with the tax authorities and the customs.

　　The liquidation committee shall， within 10 days after the formalities prescribed by the preceding paragraph are completed， go through the cancellation formalities with， and hand in the business license to the registration authorities of the enterprise by submitting the liquidation report together with the cancellation certificates issued by tax authorities and the customs， and be responsible for making announcement of the termination of the enterprise on a newspaper of national circulation and a local provincial or municipal newspaper.

　　Article 34 After closing the liquidation and before going through the cancellation formalities， the enterprise shall， in accordance with the following provisions， turn over various accounting vouchers， account books， accounting statements and so on it keeps：

　　（1） In the case of a Chinese-foreign equity joint venture or a Chinese foreign contractual joint venture， the Chinese investor shall be responsible for the custody； where there are more than one Chinese investor， the department in charge of the enterprise shall designate one of them to take charge of the custody； or

　　（2） In the case of a foreign-capital enterprise， the examination and approval authorities of the enterprise shall designate a unit to take charge of the custody.

　　Chapter III Special Liquidation

　　Article 35 The date on which the examination and approval authorities of the enterprise approves the special liquidation or the date on which the enterprise is ordered to close down shall be considered as the starting date of the liquidation.

　　Article 36 For special liquidation of an enterprise， the examination and approval authorities of the enterprise or a department entrusted thereby shall organize Chinese and foreign investors， representatives from relevant departments and relevant professional personnel to form a liquidation committee.

　　Article 37 The liquidation committee shall have a chairman， which shall be nominated by the examination and approval authorities of the enterprise or the department entrusted thereby. During the special liquidation， the chairman of the liquidation committee shall exercise the functions and powers of the legal representative of the enterprise， and the liquidation committee shall exercise the functions and powers of the organ of power of the enterprise.

　　The liquidation committee shall handle liquidation affairs and is accountable to the examination and approval authorities of the enterprise.

　　Article 38 The liquidation committee may convene conferences of the organ of power of the enterprise and conferences of creditors to discuss specific matters related to liquidation.

　　Article 39 All creditors are members of the conference of creditors. Members of the conference of creditors shall have voting power， but creditors who have claims secured by property and have not waived the priority in getting repayment shall not.

　　The chairman of the conference of creditors shall be nominated by the examination and approval authorities of the enterprise or the department entrusted thereby from among the creditors having voting power.

　　Article 40 The conference of creditors shall be convened by the liquidation committee. The liquidation committee sha

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