Such special documents shall be sent by mail to holders of Overseas Listed
Foreign Shares.
Article 292 The merger of the Company may take the form of either merger by absorption or merger by the establishment of a new company.
A company that absorbs other company is known as merger by absorption whereby the company being absorbed shall be dissolved. The merger of two or more companies by the establishment of a new company is known as merger by the establishment of a new company whereby the merged companies shall be dissolved.
In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten days of the date of the Company’s merger resolution and shall publish a public notice in a newspaper at least three times within thirty days of the date of the Company’s merger resolution to merge. A creditor has the right within thirty days of receiving such notice from the Company or, for creditors who do not receive the notice, within forty-five days of the date of the first public notice, to demand that the Company repay its debts to that creditor or provide a corresponding guarantee for such debt. Where the company fails to repay its debts or provide corresponding guarantee for such debts, it may not be merged.
After the merger, rights in relation to debtors and indebtedness of each of the merged parties shall be assumed by the company which survives the merger or the newly established company.
Article 293 When the Company is divided, its assets shall be split up accordingly.
In the event of division of the Company, the parties to such division shall execute a division agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten days of the date of the
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Company’s resolution to divide and shall publish a public notice in a newspaper at least three times within thirty days of the date of the Company’s resolution to divide. A creditor has the right within thirty days of receiving such notice from the Company or, for creditors who do not receive the notice, within forty-five days of the date of the first public notice to demand that the Company repay its debts to that creditor or provide a corresponding guarantee for such debt. Where the Company fails to repay its debts or provide corresponding guarantees for such debts, it may not be divided.
Debts of the Company prior to division shall be jointly assumed by the companies which exist after the division, except provided otherwise in the agreement reached between the Company and the creditors relating to the repayment of debt before the division.
Article 294 Changes in registration particulars of the companies caused by merger or division must be registered with the companies registration authorities in accordance with law. Cancellation of a company shall be registered in accordance with the law when a company is dissolved. Incorporation of a company shall be registered when a new company is incorporated in accordance with law.
CHAPTER 23 DISSOLUTION AND LIQUIDATION OF THE COMPANY
Article 295 The Company shall be dissolved and liquidated upon the occurrence of any of the following events:
(1) A resolution for dissolution is passed by shareholders at the shareholders’
general meeting;
(2) Dissolution is necessary due to a merger or division of the Company;
(3) The Company is legally declared insolvent due to its failure to repay debts due;
(4) The Company is ordered to close down or withdraw because of its violation of laws and administrative regulations;
(5) Other reasons of dissolution specified by the laws and regulations of the PRC and Articles of Association.
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本文链接地址：Articles of Association of China Southern Airlines Company L(56)
