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Kingmart Joint Stock Company (Kingmart Company) was a listed joint stock company listing in Shanghai Securities Exchange, with total assets of RMB 500 million yuan; while Dahua Limited Liability Company’s (Dahua Company) registered capital was RMB 160 million yuan. At the end of 2009 the board of directors of Kingmart Company adopted a special board of directors’ resolution to merge with Dahua Company in a form of merger by absorption. After the completion of the merger plan Dahua Company would be dissolved.For the purpose of carrying forward the merger plan, Kingmart Company and Dahua Company should take some procedural steps before the merger plan could be implemented and settle the credit and/or debt of these two companies with other parties.Required:Answer the following questions in accordance with the relevant provisions of the Company Law, and give reasons for your answer:

(b) state the relevant rules with respect to public notice; (3 marks)

答案

参考答案:In accordance with Article AGD of the Company Law, when companies merge, the company shall inform its creditors of the intended merger plan within A0 days following the date on which the merger resolution is adopted by its general shareholders’ meeting, and make announcement in newspaper within C0 days. Hence, Kingmart should inform its creditors and make an announcement pursuant to the relevant provision of law.

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