深圳经济特区企业清算条例 Regulations of Shenzhen Special Economic Zone on Liquidation of Enterprises Chapter I G

detriment to another party of the contract， the other party shall have right to declare creditor‘s rights based on the amount of damages caused.

　　Article 23 The followings shall not be regarded as credit to be declared：

　　（1） credit which overruns limitation of actions； and

　　（2） expenditure occurred in the processing of liquidation by the creditors.

　　Article 24 A liquidation group shall examine the evidence for relevant creditor‘s right declared by the creditor and affirm whether there being a guarantee and the amount of the guarantee on the creditor’s right.

　　Article 25 The result of liquidation on the creditor‘s rights， which is liquidated by a liquidation group， shall be notified to the creditors in writing.

　　In case any creditors object the liquidated creditor‘s rights， they may， within 15 days upon receiving the written notice， bring a lawsuit to the people’s court or apply for arbitration to an arbitral body in case there being arbitral clause or an arbitral agreement between the creditors and the enterprise.

　　Article 26 A liquidation group shall not repay compensation to any creditor within the period of declaration of creditor‘s rights， except otherwise being approved by the Liquidation Authority.

　　Chapter V Liquidation of Assets

　　Article 27 After the commencement of the liquidation， the legal representative and relevant person in charge shall hand over all the accounting books， documents， files and materials， reply the inquiries relevant to assets and operations of the liquidation group and assist the liquidation group to carry out the liquidation.

　　Article 28 The assets of liquidation shall include：

　　（1） the assets owned or managed by the enterprise at the commencement of liquidation；

　　（2） the assets acquired by the enterprise during the period that after the commencement of liquidation but before the end of the liquidation； and

　　（3） other property rights ought to be exercised by the enterprise.

　　The assets used to provide a guarantee shall be excluded from the assets of liquidation， but if the value of those assets exceeds th

e amount of the guaranteed debt， the residual part shall belong to the assets of liquidation.

　　Article 29 The creditor‘s rights of the liquidation group in the enterprise shall be duly recovered. A lawsuit may be brought or an arbitration may be applied in case there is any dispute with the recover.

　　Where the debtor goes bankrupt of is liquidated， the liquidation group shall declare the creditor‘s rights as an enterprise.

　　For those unrecoverable creditor‘s rights， the liquidation group shall show the reasons therein to the investors and bring forward a scheme of disposal.

　　Article 30 Where an investor has not contributed his payable capital even at the commencement of liquidation， the liquidation group may set a time limit for the payment.

　　Article 31 A liquidation group shall not sell off the assets of liquidation before the end of investigation of creditor‘s rights， except otherwise the delay of selling off those assets will lead to gross loss to the assets of liquidation.

　　Before the end of the investigation of creditor‘s rights， in case it is critically necessary to sell off the assets of liquidation of an enterprise which has state-owned assets， such sale shall be submitted to the state-owned assets administrative authority for approval.

　　Article 32 The assets in a liquidated enterprise， in case they belong to others， shall be take back by their owner through the liquidation group.

　　Article 33 After the completeness of liquidation of assets of an enterprise， the liquidation group shall work out the balance sheets and the list of assets. In case the liquidation organized by the enterprise， the balance sheets and the list of assets shall be submitted to the shareholders‘meeting or the investors for affirmation， while they shall be submitted to the Liquidation Authority for affirmation in case the liquidation organized by the Liquidation Authority.

　　Article 34 The liquidation group， after liquidating the assets of the enterprise and working out the balance sheets and the list of assets and therein finding out that the assets of the enterprise being insufficient for repaying debts， shall promptly apply to the people‘s court for declaration of bankruptcy.

　　After the enterprise being ruled to go bankruptcy， the liquidation group shall hand over the liquidation affairs to the people‘s court.

　　Chapter VI Distribution of Assets and Ending of Liquidation

　　Article 35 After the completeness of liquidation of assets of an enterprise， the liquidation group shall work out a liquidating scheme. In case the liquidation organized by the enterprise， the liquidating scheme shall be submitted to the shareholders‘meeting or the investors for affirmation， while in the case that the liquidation organized by the Liquidation Authority， the liquidating scheme shall be submitted to the Liquidation Authority for affirmation.

　　Article 36 The following liquidating expenditures shall be paid in priority by the assets of liquidation：

　　（1） the rewards for the members of the liquidation group and the cost for appointing of workers；

　　（2） the costs of managing， selling off and distributing of the assets of liquidation；

　　（3） the fees of litigation， arbitration and announcements； and

　　（4） other costs， which being for the lawful rights interests of the creditors and the investors.

　　Article 37 The guaranteed creditor‘s rights shall be compensated in priority within the limitation of the value of the guaranty. The part uncompensated shall be regarded as the creditor’rights that without a guarantee.

　　Article 38 After repaying the liquidating costs， the assets of liquidation shall be used to clear off debts according to the following order：

　　（1） the wages and social insurance fees of the employees；

　　（2） the taxes； and

　　（3） the debts of the enterprise.

　　The und

ue debts shall be regarded as the due ones， but the undue interests shall be subtracted.

　　Article 39 After clearing off the debts according to the order specified by the aforesaid article， the residual assets shall be distributed to the investors according to proportion of investment or the article of the enterprise. If there is an additional agreement between the investors， the agreement shall prevail.

　　Article 40 In case there is any dispute to the creditor‘s rights or a litigation in which results the creditors and the investors being temporary unable to join the distribution， an equivalent amount of assets shall be drawn from the assets of bankruptcy at the time of distribution.

　　Article 41 After the completeness of the liquidation， the liquidation group shall work out a liquidation report， a report form of income and expenses during the liquidation and other financial accounting books， which shall be submitted to the shareholders‘meeting or the investors for affirmation in case the liquidation is organized by the enterprise， or the Liquidation Authority in case the liquidation is organized by the Liquidation Authority.

　　The liability of the liquidation group shall be regarded as being unchained after the liquidation report being affirmed， except otherwise the liquidation group commits illegal acts.

　　Article 42 Within ten days upon the liquidation report being affirmed， a liquidation group shall submit the aforesaid liquidation report and statistical forms for record to the Liquidation Authority and cancel the registration with the Registration Authority.

　　Article 43 An enterprise shall be announced to terminated by the liquidation group after the cancellation of registration being approved by the Registration Authority.

　　Article 44 After the cancellation of registration， the account book relevant to such essential document as the business and liquidation of an enterprise shall be preserved by an investor appointed by the Liquidation Authority.

　　Article 45 The settlement of employees of an enterprise shall be handled according to relevant laws and regulations of the state and the Special Zone.

　　Chapter VII Legal Liabilities

　　Article 46 An enterprise， which ought to but fails to be liquidated according to Item （1）， （2） or （3） of Article 4 of these regulations， it shall be ordered to carry out liquidation within time limit； in case the enterprise refuses to liquidate within the specified time limit， the Liquidation Authority shall organize the liquidation and impose a fine of no less than RMB 10，000 but no more than RMB 20，000 on the enterprise.

　　Article 47 An enterprise or an liquidation group， which fails to submit relevant materials to the Liquidation Authority according to these regulations， shall be ordered to make rectification by the Liquidation Authority.

　　Article 48 In case an enterprise fails to establish an liquidation group， or although establishes one， but the composition of which does not comply with the provisions of these regulations， the enterprise shall be ordered to make rectification by the Liquidation Authority； in case it refuses to make rectification， the liquidation shall be carried by a liquidation group organized by the Liquidation Authority.

　　Article 49 Where an enterprise does not inform or publish an announcement to the creditors according to these regulations， it shall be ordered to make rectification by the Liquidation Authority by setting a time limit for informing and publishing an announcement and imposed a fine of no less th

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