Article 296 Where the company is dissolved under clause (1), (2) of Article 294, liquidation must commence with the establishment of a liquidation committee within 15 days. Members of the liquidation committee shall be appointed by the shareholders in a shareholders’ general meeting. If a liquidation committee is not established within the stipulated period, the creditors can apply to the People’s Court, requesting the court to appoint relevant personnel to form the liquidation committee.
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Where the Company is dissolved under clause (3) of Article 294, the People’s Court shall in accordance with provisions of the relevant laws organise the shareholders, the relevant organisations and professional personnel to establish a liquidation committee to carry out liquidation procedures.
Where the Company is dissolved under clause (4) of Article 294, the relevant governing authorities shall organise the shareholders, the relevant organisations and professional personnel to establish a liquidation committee to carry out liquidation procedures.
Article 297 Where the Board of Directors proposes to liquidate the Company due to causes other than where the Company has declared that it is insolvent, it shall include a statement in its notice convening a shareholders’ general meeting to consider the proposal to the effect that, after making full inquiry into the affairs of the Company, the Board of Directors is of the opinion that the Company will be able to pay its debts in full within twelve months from the commencement of the liquidation.
Upon the passing of the resolution by the shareholders in shareholders’ general meeting for the liquidation of the Company, all functions and powers of the Board of Directors shall cease.
The liquidation committee shall act in accordance with the instructions of the shareholders’ general meeting to make a report at lease once every year to the shareholders’ general meeting on the committee’s receipts and payments, the business of the Company and the progress of the liquidation, and to present a final report to the shareholders’ general meeting on completion of the liquidation.
Article 298 The liquidation committee shall within ten days of its establishment send notice to creditors, and shall within sixty days of its establishment publish a public notice in a newspaper at least three times. A creditor shall within thirty days of receiving the notice, or for any creditors who do not receive the notice, within forty-five days of the date of the first public notice, report his creditors’ rights to the liquidation committee.
When reporting creditors’ rights, the creditor shall provide an explanation of matters relevant to his creditor ’s rights and shall provide materials as evidence. The liquidation committee shall carry out registration of creditors’ rights.
During the period of registration of creditors’ rights, the liquidation committee shall not repay the debt to creditors.
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Article 299 During the liquidation period, the liquidation committee shall exercise the following functions and powers:
(1) To sort out the Company’s assets and prepare a balance sheet and an inventory of assets respectively;
(2) To send notices to creditors or notify them by public notice;
(3) To dispose of and liquidate any relevant unfinished business matters of the Company;
(4) To pay all outstanding taxes;
(5) To settle claims and debts;
(6) To deal with the assets remaining after the Company’s debts have been repaid;
(7) To represent the Company in any civil litigation proceedings.
Article 300 After sorting out the Company’s assets and the preparation of the balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and represent it to the shareholders’ general meeting or the People’s Court for confirmation. 中国航空网 www.aero.cn 航空翻译 www.aviation.cn 本文链接地址：Articles of Association of China Southern Airlines Company L(57)
