深圳经济特区股份合作公司条例（二）

s of absorption， the liabilities of the absorbed party shall be borne by the absorbing party； while in the case of merger by means of new establishment， the liabilities of all parties shall be borne by the newly merged company.

　　Article 79 All parties to the merger or separation of companies or a company shall reach agreement on the handling of the cr

editors' rights and liabilities of the original companies or company before the merger or separation.

　　The agreement mentioned in the preceding paragraph shall be consented by the creditors and shall not prejudice the interests of the creditors.

　　Article 80 Where companies fail to be merged， the liabilities incurred in the course of merger for preparation shall be borne by all parties preparing for merger.

　　Article 81 When a company is merged or separated， the company shall go through the modification and cancellation registration formalities or establishment registration formalities with the registration organ according to these regulations and other laws and regulations.

　　Article 82 Where a company is revoked， announced bankrupt or disbanded for other reasons according to law， the company shall form a liquidation organization according to the relevant laws， rules and regulations to conduct liquidation to conduct liquidation.

　　Article 83 The liquidation organization shall exercise the following functions and powers during the period of liquidation：

　　（1） Conducting a through check of the assets of the company， preparing balance sheet， the inventory of assets and the list of creditors' rights and liabilities；

　　（2） Handling the unsettled business / operations of the company；

　　（3） Requiring the debtors of the company to perform the liabilities；

　　（4） Paying off the liabilities of the company according to the debt repayment procedure stipulated by law；

　　（5） Disposing of the remaining assets of the company； and

　　（6） Participating in the litigation or arbitration activities on behalf of the company.

　　Article 84 After deduction of the cost for liquidation of the company assets in priority， first payment shall be made in order of priority as follows：

　　（1） The salary and social insurance fee of staff members；

　　（2） The tax due； and

　　（3） The liabilities of the company.

　　After the company pays off the debts， the liquidation organization shall distribute the remaining assets to the shareholders according to the articles of association of the company.

　　Article 85 On completion of the liquidation， the liquidation organization shall submit a liquidation report and meanwhile prepare the statements of income and expense and all kinds of financial account books in respect of accounts during the period of liquidation to the shareholders' representative assembly for confirmation.

　　Article 86 When finding the assets of the company is not enough to pay off the liabilities after straightening out the assets of the company and preparing balance sheets and inventories of assets， the liquidation organization shall apply to a people's court for declaration of bankruptcy immediately.

　　If a company is declared bankrupt according to law， the liquidation shall be carried out according to the relevant laws， rules and regulations.

　　Chapter IX Supplementary Provisions

　　Article 87 Upon special resolution of the shareholders' representative assembly， the company may be restructured into a limited liability company or a joint-stock limited company according to the relevant laws， rules and regulations.

　　Article 88 The issues required for public proclamation as stipulated in these regulations shall be published in the eye-catching space on Shenzhen Special Economic Zone Daily， the Shenzhen Commercial Daily or other newspapers expressly designated by the Municipal People's Government.

　　Article 89 The Municipal People's Government may formulate the implementing rules according to these regulations.

　　Article 90 These regulations shall take effect as of July 1， 1994.

　　Where there are contradictions between the provisions of these regulations and other relevant rules that enacted in the Special Zone before， these regulations shall prevail

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