| On August 27, 2006, the 23rd meeting of the 10th National People's Congress Standing Committee the Enterprise Bankruptcy Law of the People's Republic of China (hereinafter referred to as the new Bankruptcy Law). The new Bankruptcy Law introduces the restructuring system, which places the processes of bankruptcy restructuring, bankruptcy liquidation and bankruptcy reconciliation side by side. This provides greater space for choice to the investors, creditors, debtors, and other stakeholders, and gives those enterprises that are able to have a rebirth the opportunity to start all over again. In such way, those enterprises that are in trouble for the time being, but have the potential vitality may get out of trouble and have a rebirth. So the new Bankruptcy Law is a great breakthrough and progress in history. Restructuring is a bankruptcy liquidation proceeding with the purpose of rebirth. It is a special system of bankruptcy law with the aim of bringing the debtor out of predicament, which is in line with current international trend of the development of bankruptcy law. Therefore, the new Bankruptcy Law has the function of rehabilitation law, the rebirth law, and the saving law. It gets rid of the old bankruptcy law's being limited to withdrawal law, the death law, and the elimination law patterns. The bankruptcy restructuring system is different from the original bankruptcy law's withdrawal system, but is a system designed to promote rebirth of enterprises, and represents the trend of the international development of the bankruptcy law.The legislation in different countries and different areas has different names and regulations of bankruptcy restructuring. In the USA, it is called company restructuring; in UK, it is called the arrangement and restructuring of debts; in France, it is called the recovery of Justice; in Japan, it is called the rehabilitation of social council; in Chinese Taiwan, it is called company organization. From the legislative style, there are mainly three patterns: the first one the pattern of American Law, which places the bankruptcy restructuring system in the bankruptcy law; The second one is the pattern of Japanese Law, which establishes the bankruptcy organization system according to the independent law of the rehabilitation of social council; The third one is the pattern of the British Law, where the bankruptcy restructuring law system will be included in the bankruptcy law system, so that the bankruptcy system becomes an integral part of company law. Chinese Taiwan also takes this pattern. From the development of China's bankruptcy law system, to be objective, the old bankruptcy law in China has a late start, not perfect in many areas, and there is no clear regulation of bankruptcy restructuring system. In 1986, Chapter IV of Bankruptcy Law (trial) of the People's Republic of China provides for the reconciliation and consolidation of the bankruptcy process. In 2002, the Supreme People's Court's Regulation on Several Issues of Corporate Bankruptcy Cases has some appropriate interpretation of reconciliation and consolidation. The 19 chapter of the Code of Civil Procedure amended in 1991 brings all the corporate bankruptcy into the legal system, and provides a simple regulation of procedure for reconciliation. In 1992 the 33 Regulation of the Ordinance of Owned Industrial Enterprises in Transforming Operational Mechanisms promulgated by the State Council talks about cut-off provisions and ratification. In 1994, the State Council issues a Notification of Some Relative Issue of the Bankruptcy of State-owned Enterprises in a Number of Cities on a Trial Basis, and provides for restructuring measures simply. But these regulations are too general, and lack of the relative operational system. So it can not be called modern restructuring system. But on August 27, 2006, the new Bankruptcy Law passed by the 23rd meeting of the 10 National People's Congress Standing Committee makes up this gap. After its implement on June 1, 2007, a number of companies in a difficult situation, in particular, those listed companies facing an enormous pressure to withdraw from the market and the restructuring all use the new bankruptcy law in the bankruptcy restructuring the legal system to get a fair settlement of debts rights and get rid of trouble. A listed company which gets legal services from the author of this article, gets out of a predicament after six months'bankruptcy restructuring procedures, and retains the qualifications of listed companies. Through handling the bankruptcy restructuring of listed companies, the author of this article gets an in-depth understanding of the bankruptcy restructuring system, and in the practice of bankruptcy restructuring, also meet with and deal with some problems in the bankruptcy restructuring of listed companies in person. Combining listed company's bankruptcy restructuring practice, this thesis will have an analysis and discussion of the value of the shell resource of listed companies as targets of the restructuring in bankruptcy restructuring proceedings, the reasons for insolvency which causes the bankruptcy restructuring, the eligibility of applicants and applying time of bankruptcy restructuring proceedings, the review and acceptance of bankruptcy restructuring proceedings, the approval and pass of the restructuring plan, the end of the bankruptcy restructuring procedure and other aspects with an combination of relevant legal provisions in other countries and regions.The subjects of this thesis are listed companies. The activities of bankruptcy restructuring and saving reorganization of listed companies are special. They will have more social influence than the average enterprise, such as the vast number of investors, and the local economy and so on. This makes legislators must give serious consideration to the bankruptcy and in particular, the restructuring of listed companies, and even the legal system needs to do something special adjustments. From the perspective of our new Company Law, Securities Law and Bankruptcy Law, the legislators do not take the withdrawal from the market as a pre-process for the listed company to enter bankruptcy proceedings, and do not take the withdrawal from the market as a braking mechanism preventing the stock market entering into the bankruptcy proceeding after the failure. The requirement of the warning of the risks on the disclosure of information and the convergence with the Enterprise Bankruptcy Law of the current law is not enough. After entering the process of restructuring, when the information is disclosed, the legal consequences of possible bankruptcy declaration must be disclosed in this stage so that investors will understand that the bankruptcy of listed companies belonging to the inevitable market risk, and enhance their awareness of the risks. In addition, after the commencement of insolvency proceedings, the administrator should take over the company to replace the original management agencies. At this time, the responsibility definition of information discloser is not clear enough. This is the legislative loopholes in the corporate governance of listed companies of current legislation. At least 4 or 5 listed companies who have been in the restructuring process, if there are not new non-operational rules, the stock market will link into the state of the operation stagnation. Yet another problem is that the role of local government in the restructuring of listed companies legislation should be clearly defined. It is necessary to define the scope of the appropriate executive power, and to avoid undue interference in the market and erosion of judicial power. In addition, there are other problems. For example, how to rationalize the relationship of the administrative examination and judicial approval, the order of the two should be studied in depth. If after the court approves the restructuring plan after the draft, the Commission on re-engineering some of the issues involved should not be granted, that is incredible programming problem. Of course, it is also wrong that the Commission approves, but the court dose not. The special problems in bankruptcy restructuring of listed companies need a special method to deal with. Many countries have such legislation, such as the Company Law in Chinese Taipei clearly provides that the law and registration of the conditions for the issuance of securities, the form of capital investment, and decrease in investment in the company's restructuring process are not applicable. Japan also has some particular provisions in how the company in the restructuring is applicable to Company Law and Securities Law.To sum up, I believe that the meet the special situation and needs of a listed company's bankruptcy restructuring, we should design some special rules of law in the legislative stage in order to balance rights and obligations of the relationship between the listed company and its shareholders, creditors, employees properly. And it will eliminate the legal risks of the stock market in the abnormal state, and promote the sustainable and harmonious development of the securities markets. Bankruptcy restructuring as the introduction of a new legal mechanism has a long way to go.In addition, with the implementation of the new bankruptcy law, the judicial practice area in China's bankruptcy law begins to face a number of issues that have never been encountered. There are also different kinds of inevitable problems. For example, after the commencement of bankruptcy proceedings, in accordance with the law, the administrator can take over the bankrupt enterprises. But in this stage, who have the obligation to disclose the information? the managers or the board of directors? Or should they have their respective responsibilities? According to the bankruptcy law, in the bankruptcy proceedings, the debtor can also be responsible for the formulation and implementation of the restructuring plan and managing the property. In that case, who should disclose the information? If in the restructuring process involving duties of the Board of Directors and general meeting of shareholders, such as the issuance of securities, a major reorganization of assets, will the Company Law, Securities Law and other provisions of the rules of the Securities still be valid? In addition, it is also a pressing task for the legislation to define clearly the local government's role in the restructuring of listed companies. It is necessary to define the appropriate scope of executive power and to avoid undue interference in the market activities as well. Because the restructuring of listed companies is often in support of the local government, which may cause the abuse of executive power, and violation of the interests of creditors, such as asking the court to enforce the approval of the draft plan of reorganization improperly and so on. Besides that, there are also other problems involved in the restructuring process. for example, how to rationalize the relationship between the courts and securities regulatory authorities, namely the relationship between the judiciary and the administrative examination and approval. What should do if after the draft plan of reorganization is approved by the court, but the Commission has disagreement on some issues concerning the restructuring plan. or how to handle those that the Commission agree, but the court does not. In this thesis, there are also analyses and discussions of some places needing to be improved in the bankruptcy restructuring process.
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