最高人民法院关于审理与企业改制相关的民事纠纷案件若干问题的规定 Several Issues Concerning the Trial of Civil Dispute Cases Related t

emands continual performance of the contract and compensation for his losses， the people's court shall support the latter. If both parties have failed to fully perform their contractual obligations， the civil liability to be borne by each party shall be determined based on their fault.

　　Article 22　If， during the sale of an enterprise， the seller fails to fulfil its obligation to truthfully disclose major matters such as the assets and liabilities， and profits and losses， etc. of the enterprise to be sold， thereby affecting the sale price of the enterprise， and the buyer claims for compensation in a people's court， the people's court shall support the buyer.

　　Article 23　Where a contract for sale of an enterprise has been confirmed as being void or has been rescinded， the business profits or losses incurred during the time period in which the buyer operated the enterprise after the sale of the enterprise shall be enjoyed or borne by the buyer.

　　Article 24　If， after an enterprise has been sold， the buyer injects the assets of that enterprise into its own enterprise or converts the purchased enterprise into a subsidiary of its own enterprise， the buyer shall bear the debts of the purchased enterprise unless the seller and the buyer have agreed otherwise and the creditor has approved such agreement.

　　Article 25　If， after an enterprise has been sold， the buyer sets up a new company with another party by injecting the assets of the enterprise as capital contribution and the registration of the legal person of the purchased enterprise has been cancelled， the buyer shall bear the civil liability for the debts of the purchased enterprise incurred before purchase to the extent of all of his assets， including his equity in the newly established company.

　　Article 26　If， after an enterprise has been sold， the buyer re-registers the purchased enterprise as a new enterprise legal person and cancels the registration of the legal person of the purchased enterprise， the debts of the purchased enterprise incurred before purchase shall be borne by the newly registered enterprise legal person unless

the seller and the buyer have agreed otherwise and the creditor has approved such agreement.

　　Article 27　If， after an enterprise has been sold， cancellation of registration of the enterprise legal person should have been handled but were not handled， and a creditor institutes an action against the enterprise， the people's court shall， in accordance with the circumstances after the transfer of the enterprise's assets， notify the creditor to join other responsible entities in the action and order the responsible entity to bear civil liability.

　　Article 28　During the sale of an enterprise， the seller shall notify the creditors by public announcement in accordance with the relevant provisions of the Company Law. If， after an enterprise has been sold， a creditor institutes an action against the buyer for concealment or omission of a debt of the original enterprise by the seller， and the creditor has declared such claim during the public notification period， the buyer may seek compensation from the seller after bearing civil liability for the debt. If the creditor has failed to declare the claim during the public notification period， the buyer shall bear no civil liability. The people's court may notify the creditor to institute a separate action against the seller.

　　Article 29　If the purchased enterprise engages in any of the acts specified in Article 74 of the Contract Law and a creditor exercises his right of rescission during the statutory time limit， the people's court shall support the creditor.

　　7. MERGER OF ENTERPRISES

　　Article 30　Enterprise merger agreements shall be effective as of the date the agreement is signed and sealed by the parties. Enterprise merger agreements that require the approval of the competent government department shall be effective as of the date the merger agreement is approved. Enterprise merger agreements that have not been approved shall not enter into effect. However， if a party completes the submission and approval procedures before the conclusion of the court debate in the court of first instance， the people's court shall confirm the validity of the merger agreement.

　　Article 31　After an enterprise has been merged by absorption， the debts of the merged enterprise shall be borne by the surviving party.

　　Article 32　An enterprise shall notify its creditors by public announcement in accordance with the relevant provisions of the Company Law when carrying out merger by absorption. If， after the enterprise has been merged by absorption， a creditor institutes an action against the surviving party for concealment or omission of a debt by the original asset manager （contributor of capital） of the merged enterprise and has declared the claim during the public notification period， the surviving party may seek compensation from the original asset manager （contributor of capital） of the merged enterprise after bearing civil liability for the debt. If the creditor has failed to declare the claim during the public notification period， the surviving party shall bear no civil liability. The people's court may notify the creditor to institute a separate action against the original asset manager （contributor of capital） of the merged enterprise.

　　Article 33　When an enterprise is merged by establishment， the debts of the merged enterprise shall be borne by the enterprise legal person that results from the merger.

　　Article 34　After merger by absorption or merger by establishment， if the merged enterprise should have cancelled its business registration but failed to do so and a creditor institutes an action against the merged enterprise， the people's court shall， in accordance with the circumstances after the merger， notify the creditor to join other responsible entities in the action and order the responsible entity to bear civil liability.

　　Article 35　Where the controlling shareholding of an enterprise is acquired by way of acq

uisition， the debts of the controlled enterprise shall continue to be borne by itself. However， if the controlled enterprise is unable to repay its debts due to the withdrawal of funds or evasion of debts by the controlling enterprise， the debts of the controlled enterprise shall be borne by the controlling enterprise.

　　8. SUPPLEMENTARY PROVISIONS

　　Article 36　These Provisions shall be implemented as of 1 February 2003. Judicial interpretations formulated prior to the implementation hereof by this Court with regard to enterprise restructuring that contradict these Provisions shall no longer apply

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