According to the Company Law, the Articles of Association of Zhuzhou XXX Laser Remanufacturing Technology Co., Ltd. and the Articles of Association of Zhuzhou XXX Laser Remanufacturing Technology Co., Ltd. )11The following liquidation plan was formulated in the Resolution of Shareholders' Meeting on Dissolving and Liquidating Zhuzhou XXX Laser Remanufacturing Technology Co., Ltd. adopted by the shareholders' meeting in August.

I. Composition of the liquidation group

1. The liquidation group consists of all shareholders, all of whom are shareholders. Each shareholder may entrust a representative to hold the post, and the entrusted representative shall provide a written power of attorney;

2. The liquidation group shall have a team leader, designated by the major shareholder Shenzhen XXX Laser Technology Co., Ltd. to represent Mr. Tang XXX; The liquidation team has a secretary, Mr. Liu Moumou, the production manager of Zhuzhou XXX Company;

3. The members of the liquidation team are all unpaid personnel (except those employed by the liquidation team), and a company in Zhuzhou does not bear the salary expenses; The meeting fees of the members of the liquidation group, the audit fees or agency fees incurred by various intermediaries hired separately shall be borne by each member alone, but not by a company in Zhuzhou.

Two. Convening and voting mechanism of liquidation group meeting

1. The liquidation group shall, in principle, hold a liquidation meeting every 1 month, and the secretary of the liquidation group shall notify the members of the liquidation group of the meeting time and place by telephone and SMS three days in advance; Members of the liquidation group who individually or collectively hold more than 10% of the voting rights may apply for convening an interim meeting. The members of the liquidation group shall ensure that the contact telephone number shown in the annex is opened accurately and in real time.

2. In order to ensure the rights and interests of all shareholders, major issues must be voted by liquidation meeting, such as salary incentive scheme for employing paid left-behind employees, scheme for recovering accounts and realizing assets, handling of major liquidation issues, review of monthly liquidation work, cancellation procedures of state organs such as industrial and commercial taxation, and approval of expenses with a single amount exceeding 1 10,000 yuan.

3. In order to make the liquidation work go smoothly, the liquidation meeting adopts the mechanism of two-thirds voting rights, and the voting rights ratio is equal to the equity ratio of each shareholder in a company in Zhuzhou.

Three. Terms of reference of the liquidation group

1. Dismiss the on-the-job employees, hire the left-behind employees, and determine the salary plan for the left-behind employees;

2. Clean up the company's property and prepare the balance sheet and property list respectively;

3. Notify and announce creditors;

4. Handle and liquidate the company's unfinished business;

5. Pay taxes owed and taxes generated during liquidation;

6. Clean up creditor's rights and debts;

7. Dispose of the company's remaining property after paying off debts;

8. Participate in civil litigation activities on behalf of the company;

9. When it is found that the company's assets are insufficient to pay off its debts, it shall apply to the people's court for bankruptcy according to law.

Four. Overall planning of liquidation time

1. The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in the newspaper within 60 days; Within 5 days, apply for tax inspection and go through relevant cancellation registration procedures.

2. The liquidation group shall start to collect assets, especially accounts receivable, from the date of its establishment; It is estimated that the physical assets will be disposed of within three months and the accounts receivable will be recovered in various ways.

3. It is planned that before the end of February 2065438+2002, the liquidation group will complete all liquidation procedures and distribute the remaining assets.

V. When the company's assets can pay off the company's debts, the liquidation group shall conduct liquidation in the following order:

1, pay wages, social insurance premiums and legal compensation;

2. Pay liquidation expenses (specific to the actual expenses), mainly including rent, remuneration for employing liquidators, various expenses for vehicle fuel running, tax review and tax expenses, and various registration and evaluation expenses.

3. Pay the taxes owed;

4. Pay off the company's debts;

5. The remaining property after the company's property is paid off according to the provisions of the preceding paragraph shall be distributed according to the proportion of shareholders' equity.

Six, the liquidation group after cleaning up the company's property, prepare the balance sheet and property list, found that the company's property is insufficient to pay off debts, it shall apply to the people's court for bankruptcy according to law. After the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.

Seven, after the liquidation, the liquidation group shall prepare a liquidation report, submitted to the shareholders' meeting or the people's court for confirmation, and submitted to the company registration authority, apply for cancellation of company registration, and announce the termination of the company.

Signature of members of liquidation group:

Company liquidation plan II

The Company is dissolved by the resolution of the shareholders' meeting, and the following liquidation plan is specially formulated:

1. It shall be established within 15 days from the date of dissolution of the shareholders' meeting.

Two. The liquidation group shall exercise the following functions and powers during the liquidation period:

(1) Clean up the company's assets and prepare a balance sheet and a list of assets respectively;

(2) Notices and announcements;

(3) Handling and liquidating the company's unfinished business;

(four) to pay the taxes owed and the taxes generated in the liquidation process;

(5) liquidation of creditor's rights;

(6) Disposing of the company's remaining property after paying off debts;

(seven) to participate in civil litigation activities on behalf of the company;

(8) When it is found that the assets of the company are insufficient to pay off debts, it shall apply to the people's court for bankruptcy according to law.

3. The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement in the newspaper within 60 days.

Four. If the company's property can be paid off, the liquidation group shall pay off in the following order:

(1) Paying liquidation expenses;

(two) pay wages and social insurance premiums and statutory compensation;

(3) Paying the taxes owed;

(4) Paying off the debts of the company.

After the company's property is paid off in accordance with the provisions of the preceding paragraph, the remaining property shall be distributed in proportion to the paid-in capital contribution of shareholders.

Five, the liquidation group after cleaning up the company's property, prepare the balance sheet and property list, found that the company's property is insufficient to pay off debts, it shall apply to the people's court for bankruptcy according to law. After the company is declared bankrupt by the people's court, the liquidation group shall hand over the liquidation affairs to the people's court.

Six, after the liquidation, the liquidation group shall prepare a liquidation report, submitted to the shareholders' meeting or the people's court for confirmation, and submitted to the company registration authority, apply for cancellation of company registration, and announce the termination of the company.