最高人民法院《关于审理企业破产案件若干问题的规定》 Several Issues on Trial of Enterprise Bankruptcy Cases Provisions

debtor bankruptcy case， the people's court shall rule to declare the debtor bankrupt if：

　　（1） the debtor is incapable of discharging its debts and has failed to reach a settlement agreement with the creditors；

　　（2） the debtor fails to or is unable to perform the settlement agreement；

　　（3） the d

ebtor is characterized by any of the circumstances specified in Article 21 of the Enterprise Bankruptcy Law during the reorganization period； or

　　（4） the debtor is characterized by the circumstance specified in the second paragraph of Article 22 of the Enterprise Bankruptcy Law after the expiration of the reorganization period.

　　The declaration of the bankruptcy of the debtor shall be conducted publicly. If the bankruptcy petition was filed by a creditor， the debtor shall， when its bankruptcy is declared， be notified to appear in court.

　　Article 33　The debtor shall cease its production and business activities from the date of the bankruptcy declaration. If， in the interest of the creditors， it is truly necessary to continue production and operations， the permission of the people's court shall be required.

　　Article 34　After declaring the debtor bankrupt， the people's court shall notify the debtor's bank（s） to limit access to the debtor's bank accounts to the liquidation committee. When notifying the bank（s）， the people's court shall attach the bankruptcy declaration ruling to such notice.

　　Article 35　After ruling to declare the debtor bankrupt， the people's court shall issue an announcement that shall specify information on the debtor's losses， the status of its assets and liabilities， the date of the bankruptcy declaration， the grounds and legal basis for the bankruptcy declaration， the protection accorded to the debtor's property， account books， documents， information and seals， etc.

　　Article 36　If， after an enterprise has been declared bankrupt， its property is placed under seal， impounded or frozen in the course of another civil action， the people's court that accepted the bankruptcy case shall promptly notify the people's court that imposed the sealing， impounding or freezing to lift the same and to carry out transfer procedures with the people's court that accepted the bankruptcy case.

　　Article 37　After an enterprise has been declared bankrupt， the people's court shall designate the personnel who are required to stay in place. The bankrupt enterprise's legal representative， financial and accounting personnel and property custodians must stay in place.

　　Article 38　After the bankruptcy declaration， if a creditor or the debtor is dissatisfied with the bankruptcy declaration， he/it may lodge an appeal with the people's court at the next higher level within 10 days after the date the people's court declared the enterprise bankrupt. The people's court at the next higher level shall organize a collegiate bench to hear the appeal and such bench shall render its ruling within 30 days.

　　6. Creditors' Meeting

　　Article 39　The creditors' meeting shall be comprised of those creditors that filed claims.

　　The chairman of the creditors' meeting shall be designated by the people's court from among the creditors with voting rights. When necessary， the people's court may designate several chairmen of the creditors' meeting to form a chairmen's committee of the creditors' meeting.

　　The refusal by a minority of the creditors to participate in the creditors' meeting shall not affect the convening of meetings. However， the creditors' meeting may not adopt resolutions that deny such creditors the opportunity to obtain repayment from the property available in the bankruptcy or that are detrimental to their obtaining repayment.

　　Article 40　The first creditors' meeting shall be convened after the lapse of three months from the announcement of the people's court's acceptance of the bankruptcy case. The creditors' meeting may not be cancelled on the grounds that the repayment rate on general claims is zero， unless the debtor's property is insufficient to cover the bankruptcy expenses and the bankruptcy procedure is concluded early.

　　Article 41　The first creditors' meeting shall be convened and presided over by the people's cour

t. In addition to completing the tasks specified in Article 17 hereof， the people's court shall duly make the following preparations：

　　（1） draft the agenda of the first creditors' meeting；

　　（2） issue a notice to the debtor's legal representative or person in charge requiring him to be present at the meeting；

　　（3） issue a notice to the debtor's higher level department in charge， founder or shareholders' meeting representative requesting that it/he appoint someone to attend the meeting as a non-voting participant；

　　（4） notify the members of the liquidation committee to attend the meeting as non-voting participants；

　　（5） notify the auditors and appraisers to participate in the meeting； and

　　（6） other things that require advance preparation.

　　Article 42　In general， the creditors' meeting shall：

　　（1） announce the functions and powers of the creditors' meeting and other relevant matters；

　　（2） announce the results of the examination of the creditors' qualifications；

　　（3） designate and announce the chairman or chairmen of the creditors' meeting；

　　（4） make arrangements for the addressing of queries by the creditors to the debtor's legal representative or person in charge；

　　（5） include the liquidation committee's presentation of a report on the debtor's production， operations， property and debts and a report on the liquidation work， as well as its proposal of the property disposal plan and distribution plan；

　　（6） discuss and examine the proofs of claim and the details and amounts of the security for the claims， discuss and approve any settlement agreement， review the liquidation committee's liquidation report， discuss and approve the plans for the disposal and distribution of the property available in the bankruptcy， etc. （minutes shall be kept of the discussions； if a creditor raises any objections against the claims registered by the people's court or liquidation committee， the people's court shall examine and render a ruling on the same in a timely manner）； and

　　（7） pursuant to Article 16 of the Enterprise Bankruptcy Law conduct votes based on the discussions.

　　If the tasks in the foregoing Items （5） to （7） of the agenda cannot be completed at the creditors' meeting concerned， they shall be continued at the subsequent creditors' meeting.

　　Article 43　If a creditor is of the opinion that a resolution of the creditors' meeting violates the law or infringes upon his lawful rights or interests， he may submit such opinion for a ruling by the people's court in accordance with the law within seven days after the adoption of the resolution by the creditors' meeting.

　　Article 44　If the liquidation committee's property distribution plan fails to pass after being discussed twice by the creditors' meeting， the people's court shall render a ruling thereon in accordance with the law.

　　If creditors accounting for more than half of the total amount of the unsecured claims are dissatisfied with the ruling mentioned in the preceding paragraph， they may lodge an appeal with the people's court at the next higher level within 10 days after the date the people's court renders its ruling. The people's court at the next higher level shall organize a collegiate bench to hear the appeal and such bench shall render its ruling within 30 days.

　　Article 45　A creditor may appoint an agent to attend creditors' meetings on his behalf and may authorize such agent to exercise his voting rights. The agent shall submit his power of attorney to the people's court or the chairman of the creditors' meeting.

　　Article 46　If another creditors' meeting is to be convened after the first meeting， the chairman of the creditors' meeting shall report the same to the people's court three days prior to the issuance of the meeting notice and the meeting convener shall notify the creditors of the meeting's tim

e， venue， subject， purpose， etc. 15 days before the meeting is to be held.

　　7. Liquidation Committee

　　Article 47　The people's court shall establish a liquidation committee within 15 days after the date of the ruling declaring the enterprise bankrupt.

　　Article 48　Members of the liquidation committee may be selected from the higher level department in charge of the bankrupt enterprise， liquidation-related intermediary organizations and accountants and lawyers. They may also be designated from such government departments as finance departments， administrations for industry and commerce， planning commissions， economic commissions， auditing departments， taxation departments， pricing departments， labour departments， social insurance departments， land administration bureaux， State-owned asset management departments， personnel departments， etc. The （sub-）branch of the People's Bank of China may appoint persons to sit on the liquidation committee in accordance with relevant provisions.

　　Article 49　The liquidation committee may， subject to the consent of the people's court， engage a bankruptcy liquidation institution， law firm， accounting firm and other such intermediary organizations to handle certain bankruptcy liquidation tasks. The intermediary institutions shall be accountable to the liquidation committee in respect of the liquidation tasks.

　　Article 50　The main duties and responsibilities of the liquidation committee are set forth below：

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