CHAPTER SEVEN MERGE AND DIVISION OF A COMPANY

　　Article 182 The merger or division of a company is subject to a resolution passed by the meeting of shareholders of the company.

　　Article 183 The merger or division of a joint stock company limited must have the approval of the department authorized by the State Council or by the people's government at the provincial level.

　　Article 184 Merger of a company may be made by means of absorption or creation.

　　Merger by absorption is a company absorbs one or more other companies with the companies being absorbed dissolved. Merger by creation is the unification of two or more companies by dissolution of existing ones and creation of a single new company.

　　When merger, a merger agreement shall be signed among the parties concerned and the balance sheets and list of assets of the companies concerned shall be compiled. The companies concerned shall notify their creditors within ten days starting from the date when the merger resolutions of the companies are taken and announce in the newspapers at least three times within 30 days. Creditors have the right to demand the companies to clear their debts or provide corresponding guarantees within 30 days after the notifications received or within 90 days starting from the date of the first announcement in cases in which notifications have not been received. Without clearing debts or providing guarantee, merger may not be carried out.

　　The company after merged or the newly created company shall be responsible for the credits and debts of the companies involved in merger.

　　Article 185 If a company is to divided into one or more companies, its assets shall be divided accordingly.

　　When a company divided, it shall compile balance sheet and list of assets and notify its creditors of the division within 10 days starting from the date when the division resolution is taken and announce in newspapers at least three times within 30 days. Creditors have the right to demand the companies to clear their debts or provide corresponding guarantees within 30 days after the notifications received or within 90 days starting from the date of the first announcement in cases in which notifications have not been received. Without clearing debts or providing guarantee, division may not be carried out.

　　The debts of a company before division shall be borne by the companies separated according to the agreement reached.

　　Article 186 When reduce its registered capital, a company shall compile its balance sheet and list of assets.

　　The company shall notify its creditors of the resolution for reducing registered capital within 10 days starting from the date when the resolution is taken and make an announce in newspapers at least three times within 30 days. Creditors have the right to demand the companies to clear their debts or provide corresponding guarantees within 30 days after the notifications received or within 90 days starting from the date of the first announcement in cases in which notifications have not been received.

　　The remaining registered capital shall not be less than the minimum set by law.

　　Article 187 When capital accretion by a limited liability company, the contribution of shareholders shall be made in accordance with relevant provisions on the payment of capital for a limited liability company as set by this law.

　　When capital accretion by a joint stock company limited by issuing new shares, the contribution of share capital by original shareholders shall be made in accordance with provisions on the payment of share capital for establishing joint stock company limited as set by this law.

　　Article 188 After merger or division, a company shall change its registration with the registration department in case of changes of registered items, and cancel the registration in case of dissolution, and register for a new company in case a new company is created.

　　When a company increases or decreases its share capital, a change of registration shall be made with registration department of the company.