Gazette Case: Industrial and Commercial Bank of China, Sanmenxia Station Sub-branch v. Sanmenxia Tianyuan Aluminum Co., Ltd. and Sanmenxia Tianyuan Aluminum Group Co., Ltd.
Where a group and its share company issue supplemental undertakings during a listing reorganization, courts should examine whether the relevant assets actually entered the share company, whether the acquisition steps were completed, and whether the stated conditions were satisfied before deciding whether liabilities moved with the assets. If the share company accepted the assets and the undertaking conditions were fulfilled, it should bear the corresponding debt.
Holding
Where a group and its share company issue supplemental undertakings during a listing reorganization, courts should examine whether the relevant assets actually entered the share company, whether the acquisition steps were completed, and whether the stated conditions were satisfied before deciding whether liabilities moved with the assets. If the share company accepted the assets and the undertaking conditions were fulfilled, it should bear the corresponding debt.