深圳经济特区企业破产条例（二）

Article 44 After being declared to go bankruptcy， a bankrupt enterprise shall lose the right to administrate and dispose of the assets of bankruptcy.

Article 45 The people‘s court shall establish a group of liquidation and take over the bankrupt enterprise within 15 days upon the date of declaration of bankruptcy by the people’s court.

The members of a liquidation group shall be appointed by the people‘s court among the relevant government authority and the professionals such as certified public accountants and lawyers.

Article 46 The liquidation group shall be responsible for and make work report to the people‘s court. The people’s court may replace members of the liquidation group in case the court thinks it being necessary.

The liquidation group shall attend the creditors meeting and accept its supervision.

Article 47 The liquidation group shall be in charge of the preservation， liquidation， evaluation， disposal and distribution of assets of the bankruptcy enterprise.

A liquidation group may carry out essential civil acts according to the law.

Article 48 After being declared to go bankruptcy， the liquidation group may make the decision on cancellation or continuous performance of the unperformed contracts of the bankruptcy enterprise.

Article 49 After being declared to go bankruptcy， the debtors or holder of properties of the bankrupt enterprise shall repay the debts or deliver the properties to the liquidation group.

Article 50 After being declared to go bankruptcy， the legal representative and relevant persons in charge shall carry out their work according to the request of the people‘s court and shall not　leave their posts without permission.

Section II Assets of Bankruptcy and Its Management

Article 51 The assets of bankruptcy shall include：

（1） the assets being managed by a state-owned enterprise or of another bankrupt enterprise at the time of declaration of bankruptcy；

（2） the assets being acquired by a bankrupt enterprise during the period that after the declaration of bankruptcy but before the end of bankrupt procedure； and

（3） other property rights which shall be enjoyed by the bankrupt enterprise.

The assets being used to provide a guarantee shall be excluded from the assets of bankruptcy； but if the value of those assets exceed the amount of the guaranteed debt， the residual part shall belong to the assets of bankruptcy.

Article 52 In case a bankrupt enterprise commits the acts as listed in Article 18 of these regulations， the liquidation group shall apply to the people‘s court to recover those assets， which shall be reckoned in the assets of bankruptcy.

Article 53 The legal representative and relevant persons in charge shall hand over those books， documents and materials relevant to the assets and the assets managed by them to the liquidation group and reply inquiries relevant to those assets raised by the liquidation group.

Article 54 A liquidation group shall not sell off the assets of bankruptcy before the investigation of creditors being finished.

The liquidation group may sell off those assets with the authorization of the people‘s court in case the delay of selling off those assets will lead to gross loss to the assets of bankruptcy.

Article 55 A liquidation group shall have the authorization of the people‘s court to conduct the following acts：

（1） transferring of real properties；

（2） transferring of intangible properties；

（3） lending money；

（4） transferring of creditor‘s right and securities；

（5） allowing to perform recall right and setoff right；

（6） abandoning of rights； and

（7） any litigations of disputing on assets of bankruptcy.

Article 56 The acts of disposing assets of bankruptcy carried out by a liquidation group in violation of these regulations shall not affect any third parties without fault.

Article 57 A liquidation group may take back the guaranty of the bankrupt enterprise after repaying the debt with a property guarantee.

Article 58 After the assets of bankruptcy being liquidated， a liquidation group shall draw balance sheets， catalogue of the assets and list of creditors and debts.

Section III Creditor‘s Rights of Bankruptcy

Article 59 The creditor‘s rights without a property guarantee before the declaration of bankruptcy shall be regarded as the creditor’s rights of bankruptcy.

The undue creditor‘s rights at the time of declaration of bankruptcy shall be regarded as a due one， but the undue interest shall be subtracted.

Article 60 The creditor‘s rights with a property guarantee， which has been given up of priority of compensation， shall be regarded as the creditor’s rights of bankruptcy.

The uncompensated part of the guaranteed creditor‘s rights， whose value exceeds that of the guaranty， shall be regarded as the creditor’s rights of bankruptcy.

Article 61 Where a liquidation group decides to rescind an unperformed contract through which incurs detriment to another party of the contract， the amount of compensation for damages shall be regarded as the creditor‘s rights of bankruptcy.

Article 62 The amount of compensation with subrogation paid by the guarantor for the debt of the bankrupt enterprise shall be regarded as creditor‘s right of bankruptcy.

Article 63 The creditor‘s rights of bankruptcy shall not be exercised except otherwise through bankrupt procedure.

Article 64 The follows shall not be regarded as creditor‘s rights of bankruptcy：

（1） the interest of the creditor‘s rights after the declaration of bankruptcy；

（2） the costs paid by the creditors during the bankrupt procedure；

（3） the creditor‘s rights which failing to be declared in time；

（4） the creditor‘s rights whose limitation of action expired； and

（5） the overdue fine， fine， pecuniary fine and confiscation property which being unexecuted.

Article 65 The creditor of the creditor‘s right with a property guarantee which established before the declaration of bankruptcy shall be compensated in priority with the guaranty.

Article 66 The assets which belong to others in a bankrupt enterprise shall be taken back through the liquidation group by their owners.

Article 67 At the time of declaration of bankruptcy， the debt that owned by a creditor to the debtor may be set off before the bankrupt liquidation. But it shall not be set off in one of the following circumstances：

（1） the debt incurred by the creditor after the declaration of bankruptcy；

（2） the creditor‘s rights acquired by the debtor of the bankrupt enterprise after the declaration of bankruptcy； and

（3） the creditor‘s right acquired by the debtor， who having known about the suspension of payment or application of bankruptcy， of the bankrupt enterprise.

Section IV Distribution of Assets of Bankruptcy and Termination of Bankruptcy

Article 68 The following bankrupt expenditures shall be paid in priority by the assets of bankruptcy：

（1） the costs of managing， selling off and distributing assets of bankruptcy， including the cost for appointing workers ；

（2） the litigation fees of the bankrupt case；

（3） the rewards for members of the liquidation group； and

（4） other costs， which are for the common interests of the creditors， incurred during the bankrupt procedure.

The liquidation group shall announce the situation of expenditure of bankrupt costs to the creditors meeting； such expenditures shall be decided by the people‘s court in case there is any objection raised by any of the creditors.

Article 69 After repaying the bankrupt costs， the assets of bankruptcy shall be used to clear off debts according to the following order：

（1） the wages and social insurance fees owned by the bankrupt enterprise to its employees；

（2） the taxes owned by the bankrupt enterprise； and

（3） the creditor‘s right of bankruptcy.

The assets of bankruptcy shall be prorated in case they are insufficient for compensation of an identical order.

Article 70 The scheme for distribution of assets of bankruptcy， which is raised by the liquidation group and adopted by the creditors meeting， shall be carried out after being ruled by the people‘s court.

In case the creditors meeting fails to make resolution on the scheme for distribution of assets of bankruptcy for two continuously times， the scheme shall not be implemented until it has been submitted to the people‘s court by the liquidation group and has been ruled by the people’s court.

Article 71 The liquidation group shall make a table of distribution within 30 days after the scheme for distribution of assets of bankruptcy being approved by the people‘s court.

Article 72 The table of distribution shall be announced after being approved by the people‘s court.

Any objection to the table of distribution shall be raised to the people‘s court within 15 days upon the date of announcing.

Article 73 In case there is any dispute to the creditor‘s rights or the creditor’s rights is unable to join in the distribution because of litigation， an equivalent amount of assets shall be drawn from the assets of bankruptcy at the time of distribution by the liquidation group.

Article 74 After the assets of bankruptcy being distributed， the liquidation group shall apply to the people‘s court for making order on termination of bankrupt procedure and publishing an announcement thereof.

The aforesaid order shall be subject to no appeal.

Article 75 The distributive assets of the bankrupt enterprise， which are found within two years from the date the bankrupt procedures being ruled to end ， shall be added to supplementary distribution by the people‘s court.

Article 76 After the declaration of bankruptcy， in case the assets of bankruptcy are insufficient for repaying the bankrupt costs， the liquidation group may apply to the people‘s court for declaration of termination of bankrupt procedure and an announcement thereof.

Article 77 After the termination of bankrupt procedure， the uncompensated creditor‘s rights shall not be compensated any more.

Article 78 After the termination of bankrupt procedure， the liquidation group shall apply for cancellation of registration of the bankrupt enterprise to the authority originally registered the enterprise.

Chapter VI Petty Bankruptcy

Article 79 Provisions in this chapter may be applied where a people's court handles a petty bankruptcy case in which the facts are clear， creditor‘s rights and debts are clearly specified and the assets of bankruptcy or amount of debts are less than RMB 500，000.

Article 80 The creditors who have received a notice shall declare the creditor‘s rights within 15 days upon the date the people’s court accepting the bankrupt case and publishing an announcement， while those have not received a notice shall declare within 30 days.

Article 81 Where a people‘s court handles a petty bankruptcy case， it may make the decision on whether a creditors meeting shall be held according to concrete circumstances. The powers of a creditors meeting shall be exercised by the people’s court in case it makes a decision that a creditors meeting shall not be held.

Article 82 Where a people‘s court accepts a petty bankrupt case， a liquidation group may not be established. The powers of a liquidation group， if no such group established， shall be exercised by the people’s court.

Article 83 Where a people‘s court accepts a petty bankrupt case， the assets of bankruptcy shall be distributed in a lump sum.

Article 84 Relevant provisions of these regulations shall be applicable to other matters which are not prescribed in this chapter.

Chapter VII Punishment Provisions

Article 85 After the state-owned enterprise being declared to go bankruptcy， the relevant governmental authorities and auditing authority shall be in charge of finding out the liabilities for the bankrupt enterprise and shall give administrative sanctions to the relevant persons with primary responsibility， and the persons responsible shall be prosecuted for criminal responsibility according to law in case it constitutes a crime.

Article 86 Relevant persons， in violation with the provisions of these regulations， refuse to make explanations ， replies ，statements ，records to the people‘s court ，creditors meeting ，conciliation supervision group ，or liquidation group without reasonable grounds ，or make false explanations， replies， statements， records ，or refuse to submit relevant explanation， books， or refuse to hand over assets， books or documents， shall be imposed a fine of no less than 1，000 but no more than 10，000. If there are crimes ，they shall be prosecuted for criminal responsibilities.

Article 87 In case the legal representative or relevant responsible person of the conciliation or bankrupt enterprise commits any one of the acts listed in Article 18 of these regulations， he shall be imposed a fine of no less than RMB 10 thousand but no more than RMB 100 thousand other than compensating for the damage， and shall be prosecuted for criminal liability according to the law in case it constitutes a crime.

Article 88 The legal representative or relevant responsible person， who deserts without the permission of the people‘s court， shall be imposed a fine of no less than RMB 10 thousand but no more than RMB 50 thousand.

Article 89 In case the members of the liquidation group and the supervisory group of conciliation， the bankrupt creditors and their representatives take a bribe or make an agreement on illegal benefit， they shall be confiscation of their illegal gains and be imposed a fine of no less than RMB 10 thousand but no more than RMB 50 thousand， and shall be prosecuted for criminal liability according to the law in case it constitutes a crime.

Article 90 Anyone， who is liable for offering a bribe or illegal benefit for the members of the liquidation group and the supervisory group of conciliation， the bankrupt creditors and their representatives， shall be confiscated of illegal gains and be imposed a fine of no less than RMB 10 thousand but no more than RMB 50 thousand， and shall be prosecuted for criminal liability according to the law in case it constitutes a crime.

Article 91 The position of legal representative or other leader shall not be held by a legal representative or other relevant functionary of a bankrupt enterprise who beard direct liability therefore and not more than three years have elapsed since the date of end of bankruptcy.

Chapter VIII Supplementary Provisions

Article 92 The Shenzhen Municipal People‘s Government may formulate the detailed implementing measures in accordance with these regulations within the limits of its functions and powers.

Article 93 These regulations shall take effect as of March 1， 1994.